0001127602-16-061709.txt : 20160901 0001127602-16-061709.hdr.sgml : 20160901 20160901180854 ACCESSION NUMBER: 0001127602-16-061709 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160830 FILED AS OF DATE: 20160901 DATE AS OF CHANGE: 20160901 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: Zuckerberg Mark CENTRAL INDEX KEY: 0001548760 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35551 FILM NUMBER: 161866669 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 2016-08-30 0001326801 Facebook Inc FB 0001548760 Zuckerberg Mark C/O FACEBOOK, INC. 1601 WILLOW ROAD MENLO PARK CA 94025 1 1 1 COB and CEO Class A Common Stock 2016-08-30 4 C 0 258560 0 A 258560 I By Chan Zuckerberg Foundation Class A Common Stock 2016-08-30 4 S 0 218017 125.5781 D 40543 I By Chan Zuckerberg Foundation Class A Common Stock 2016-08-30 4 S 0 40543 126.3283 D 0 I By Chan Zuckerberg Foundation Class A Common Stock 2016-08-30 4 S 0 100283 125.5761 D 103166 I By CZI Holdings, LLC Class A Common Stock 2016-08-30 4 S 0 19052 126.3246 D 84114 I By CZI Holdings, LLC Class A Common Stock 2016-08-31 4 C 0 258183 0 A 258183 I By Chan Zuckerberg Foundation Class A Common Stock 2016-08-31 4 S 0 226190 125.8393 D 31993 I By Chan Zuckerberg Foundation Class A Common Stock 2016-08-31 4 S 0 31993 126.1641 D 0 I By Chan Zuckerberg Foundation Class A Common Stock 2016-08-31 4 C 0 35288 0 A 119402 I By CZI Holdings, LLC Class A Common Stock 2016-08-31 4 S 0 104480 125.8394 D 14922 I By CZI Holdings, LLC Class A Common Stock 2016-08-31 4 S 0 14681 126.1647 D 241 I By CZI Holdings, LLC Class A Common Stock 827870 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 Grat No. 1 Dated 5/8/2014 Class A Common Stock 1139412 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 Grat No. 2 Dated 5/8/2014 Class A Common Stock 1235844 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 Grat No. 3 Dated 5/8/2014 Class A Common Stock 350169 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 Class B Common Stock 2016-08-30 4 C 0 258560 0 D Class A Common Stock 258560 5716035 I By Chan Zuckerberg Foundation Class B Common Stock 2016-08-31 4 C 0 258183 0 D Class A Common Stock 258183 5457852 I By Chan Zuckerberg Foundation Class B Common Stock 2016-08-31 4 C 0 35288 0 D Class A Common Stock 35288 407588457 I By CZI Holdings, LLC Class B Common Stock Class A Common Stock 4857323 4857323 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 Shares held of record by Mark Zuckerberg, Trustee and Settlor of the Chan Zuckerberg Foundation (fka the Openness Trust dated April 2, 2012) ("CZ Foundation"). The sales reported were effected by CZ Foundation and CZI Holdings, LLC (fka Chan Zuckerberg Initiative, LLC ) ("CZI"), as applicable, pursuant to their Rule 10b5-1 trading plans. These sales are part of Mr. Zuckerberg's previously-announced plan to gift or otherwise direct substantially all of his shares of Facebook stock, or the net after-tax proceeds from sales of such shares, to further the mission of advancing human potential and promoting equality by means of philanthropic, public advocacy, and other activities for the public good, with such plan to sell or gift no more than $1 billion of Facebook stock each year through 2018. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $125.16 to $126.155 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 $126.16 to $126.54 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $125.16 to $126.15 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. Shares held of record by CZI. Mark Zuckerberg, Trustee of The Mark Zuckerberg Trust dated July 7, 2006 ("2006 Trust") is the sole member of CZI. Mr. Zuckerberg is the sole trustee of the 2006 Trust and, therefore, is deemed to have sole voting and investment power over the securities held by CZI. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $126.16 to $126.55 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 $125.14 to $126.135 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 $126.14 to $126.21 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 $125.14 to $126.13 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. Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 1, dated 5/8/2014. Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 2, dated 5/8/2014. Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 3, dated 5/8/2014. Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg Trust dated July 7, 2006 ("2006 Trust"). 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. /s/ Michael Johnson as attorney-in-fact for Mark Zuckerberg 2016-09-01