FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Facebook Inc [ FB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/15/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 02/02/2021 | G(1) | V | 58,035 | D | $0 | 33,236 | I | Christopher K. Cox 2018 Annuity Trust II u/a/d 12/19/18(2) | |
Class A Common Stock | 02/02/2021 | G(1) | V | 58,035 | A | $0 | 58,035 | I | Cox-Vadakan Irrevocable Remainder Trust(3) | |
Class A Common Stock | 02/02/2021 | G(1) | V | 33,236 | D | $0 | 0 | I | Christopher K. Cox 2018 Annuity Trust II u/a/d 12/19/18(2) | |
Class A Common Stock | 02/02/2021 | G(1) | V | 33,236 | A | $0 | 33,236 | I | Christopher K. Cox Revocable Trust(4) | |
Class A Common Stock | 02/02/2021 | G(1) | V | 26,127 | D | $0 | 51,921 | I | Christopher K. Cox 2019 Annuity Trust U/A dtd 11/25/19(5) | |
Class A Common Stock | 02/02/2021 | G(1) | V | 26,127 | A | $0 | 59,363 | I | Christopher K. Cox Revocable Trust(4) | |
Class A Common Stock | 02/02/2021 | G(1) | V | 24,808 | D | $0 | 49,299 | I | Christopher K. Cox 2019 Annuity Trust II U/A dtd 11/25/19(6) | |
Class A Common Stock | 02/02/2021 | G(1) | V | 24,808 | A | $0 | 84,171 | I | Christopher K. Cox Revocable Trust(4) | |
Class A Common Stock | 02/15/2021 | M | 17,317 | A | $0 | 29,447 | D | |||
Class A Common Stock | 02/15/2021 | F | 8,033(7) | D | $270.5 | 21,414 | D | |||
Class A Common Stock | 34,622 | I | Christopher K. Cox 2020 Annuity Trust U/A dtd 1/31/20(8) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units (RSU) (Class A) | (9) | 02/15/2021 | M | 17,317 | (10) | 07/19/2030 | Class A Common Stock | 17,317 | $0 | 236,667 | D |
Explanation of Responses: |
1. This transaction represents a transfer of shares that were beneficially owned by the reporting person for the purposes of estate planning and not a sale of securities. |
2. Shares held of record by Christopher K. Cox, Trustee of Christopher K. Cox 2018 Annuity Trust II u/a/d 12/19/18. |
3. Shares held of record by Christopher K. Cox and Visra Vichit-Vadakan, Co-Trustees of The Cox-Vadakan Irrevocable Remainder Trust. |
4. Shares held of record by Christopher K. Cox, Trustee of The Christopher K. Cox Revocable Trust. |
5. Shares held of record by Christopher K. Cox, Trustee of Christopher K. Cox 2019 Annuity Trust U/A dtd 11/25/19. |
6. Shares held of record by Christopher K. Cox, Trustee of Christopher K. Cox 2019 Annuity Trust II U/A dtd 11/25/19. |
7. Represents the number of shares of Class A Common Stock that have been withheld by the issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the Restricted Stock Units ("RSUs") and does not represent a sale. |
8. Shares held of record by Christopher K. Cox, Trustee of Christopher K. Cox 2020 Annuity Trust U/A dtd 1/31/20. |
9. Each RSU represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon settlement. |
10. The RSUs vest as to 1/12th of the total shares on November 15, 2020, and then 1/16th of the total shares vest quarterly thereafter, not to exceed 14 quarterly installments, with the final 2/48ths of the total shares vesting on August 15, 2024, subject to continued service through each vesting date. |
/s/ Michael Johnson, attorney-in-fact for Christopher K. Cox | 02/17/2021 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |