0001127602-16-052634.txt : 20160517
0001127602-16-052634.hdr.sgml : 20160517
20160517205411
ACCESSION NUMBER: 0001127602-16-052634
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160515
FILED AS OF DATE: 20160517
DATE AS OF CHANGE: 20160517
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: 161659225
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
2016-05-15
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
2016-05-15
4
C
0
86585
0
A
583934
D
Class A Common Stock
2016-05-15
4
C
0
34123
0
A
618057
D
Class A Common Stock
2016-05-15
4
M
0
10022
0
A
628079
D
Class A Common Stock
2016-05-16
4
S
0
48900
117.9698
D
579179
D
Class A Common Stock
2016-05-16
4
S
0
17300
118.5955
D
561879
D
Class A Common Stock
2016-05-16
4
S
0
2017
119.4237
D
559862
D
Restricted Stock Unit (RSU) (Class B)
2016-05-15
4
M
0
86585
0
D
2020-08-25
Class B Common Stock
86585
692675
D
Class B Common Stock
2016-05-15
4
M
0
86585
0
A
Class A Common Stock
86585
86585
D
Class B Common Stock
2016-05-15
4
C
0
86585
0
D
Class A Common Stock
86585
0
D
Restricted Stock Unit (RSU) (Class B)
2016-05-15
4
M
0
34123
0
D
2022-05-02
Class B Common Stock
34123
307101
D
Class B Common Stock
2016-05-15
4
M
0
34123
0
A
Class A Common Stock
34123
34123
D
Class B Common Stock
2016-05-15
4
C
0
34123
0
D
Class A Common Stock
34123
0
D
Restricted Stock Units (RSU) (Class A)
2016-05-15
4
M
0
10022
0
D
2024-03-16
Class A Common Stock
10022
150338
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 $117.37 to $118.36 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.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $118.37 to $119.35 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.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $119.38 to $119.54 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.
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.
Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.
The RSUs vest as to 1/16th of the total shares quarterly, beginning on May 15, 2016, subject to continued service through each vesting date.
/s/ Michael Johnson as attorney-in-fact for Michael T. Schroepfer
2016-05-17