0001127602-15-029327.txt : 20151019
0001127602-15-029327.hdr.sgml : 20151019
20151019185433
ACCESSION NUMBER: 0001127602-15-029327
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20151015
FILED AS OF DATE: 20151019
DATE AS OF CHANGE: 20151019
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: 151165209
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
2015-10-15
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
2015-10-15
4
C
0
59952
0
A
693334
D
Class A Common Stock
2015-10-15
4
S
0
22484
95.75
D
670850
D
Class A Common Stock
2015-10-15
4
S
0
8799
95.9958
D
662051
D
Restricted Stock Unit (RSU) (Class B)
2015-10-15
4
M
0
59952
0
D
2021-03-24
Class B Common Stock
59952
479617
D
Class B Common Stock
2015-10-15
4
M
0
59952
0
A
Class A Common Stock
59952
59952
D
Class B Common Stock
2015-10-15
4
C
0
59952
0
D
Class A Common Stock
59952
0
D
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 $94.95 to $95.94 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 $95.95 to $96.16 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).
Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.
The RSUs vest as to 1/16th of the total shares quarterly, beginning on January 15, 2014, 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.
/s/ Michael Johnson as attorney-in-fact for Michael T. Schroepfer
2015-10-19