0001127602-15-017893.txt : 20150519 0001127602-15-017893.hdr.sgml : 20150519 20150519195630 ACCESSION NUMBER: 0001127602-15-017893 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150515 FILED AS OF DATE: 20150519 DATE AS OF CHANGE: 20150519 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Facebook Inc CENTRAL INDEX KEY: 0001326801 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 201665019 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1601 WILLOW ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-618-7714 MAIL ADDRESS: STREET 1: 1601 WILLOW ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Schroepfer Michael Todd CENTRAL INDEX KEY: 0001509441 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35551 FILM NUMBER: 15877998 MAIL ADDRESS: STREET 1: C/O FACEBOOK INC. STREET 2: 1601 WILLOW ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2015-05-15 0001326801 Facebook Inc FB 0001509441 Schroepfer Michael Todd C/O FACEBOOK, INC. 1601 WILLOW ROAD MENLO PARK CA 94025 1 Chief Technology Officer Class A Common Stock 2015-05-15 4 C 0 86585 0 A 575673 D Class A Common Stock 2015-05-15 4 C 0 34122 0 A 609795 D Class A Common Stock 2015-05-15 4 S 0 55186 80.6388 D 554609 D Class A Common Stock 2015-05-15 4 S 0 7800 81.2702 D 546809 D Class A Common Stock 2015-05-18 4 C 0 25000 1.854 A 571809 D Class A Common Stock 2015-05-18 4 S 0 25000 80.25 D 546809 D Restricted Stock Unit (RSU) (Class B) 2015-05-15 4 M 0 86585 0 D 2020-08-25 Class B Common Stock 86585 1039015 D Class B Common Stock 2015-05-15 4 M 0 86585 0 A Class A Common Stock 86585 86585 D Class B Common Stock 2015-05-15 4 C 0 86585 0 D Class A Common Stock 86585 0 D Restricted Stock Unit (RSU) (Class B) 2015-05-15 4 M 0 34122 0 D 2022-05-02 Class B Common Stock 34122 443591 D Class B Common Stock 2015-05-15 4 M 0 34122 0 A Class A Common Stock 34122 34122 D Class B Common Stock 2015-05-15 4 C 0 34122 0 D Class A Common Stock 34122 0 D Stock Option (Right to Buy Class B Common Stock) 1.85 2015-05-18 4 M 0 25000 0 D 2019-01-11 Class B Common Stock 25000 723130 D Class B Common Stock 2015-05-18 4 M 0 25000 0 A Class A Common Stock 25000 25000 D Class B Common Stock 2015-05-18 4 C 0 25000 0 D Class A Common Stock 25000 0 D Stock Option (Right to Buy Class B Common Stock) 1.85 2019-01-11 Class B Common Stock 26940 26940 I By The Clover Irrevocable Nonexempt Trust Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock in connection with the settlement of the Restricted Stock Units ("RSUs") listed in Table II. Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.1883 to $81.17 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (3). The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.1773 to $81.4120 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (4). Represents the number of shares that were acquired upon the conversion of Class B Common Stock to Class A Common Stock in connection with the exercise of the stock options listed in Table II. The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement. The RSUs were granted with both (a) a liquidity event-based vesting condition and (b) a service-based vesting condition, both of which conditions must be satisfied in order for the RSUs to vest. The liquidity event-based vesting condition was satisfied on November 17, 2012. The service-based vesting condition was satisfied as to 1/16th of the total number of shares on August 15, 2014, after which 1/16th of the total number of shares vest quarterly, subject to continued service through each vesting date. The Class B Common Stock is convertible into the issuer's Class A Common Stock on a 1-for-1 basis (a) at the holder's option or (b) upon certain transfers of such shares, and has no expiration date. The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis. The RSUs vest as to 1/16th of the total shares quarterly, beginning on November 15, 2014, subject to continued service through each vesting date. The option was 100% vested on August 13, 2013. In connection with certain estate planning transfers, options to purchase an aggregate of 736,060 vested shares are held by Michael Schroepfer and Erin Hoffmann, Co-Trustees of the HS Trust u/a/d 9/28/11. The option was 100% vested on August 13, 2013. Shares held of record by Michael T. Schroepfer and Erin Hoffmann, Co-Trustees of The Clover Irrevocable Nonexempt Trust u/a/d 6/27/11. /s/ Michael Johnson as attorney-in-fact for Michael T. Schroepfer 2015-05-19