0001127602-16-062850.txt : 20160919
0001127602-16-062850.hdr.sgml : 20160919
20160919181724
ACCESSION NUMBER: 0001127602-16-062850
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160915
FILED AS OF DATE: 20160919
DATE AS OF CHANGE: 20160919
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: Cox Christopher K
CENTRAL INDEX KEY: 0001607459
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35551
FILM NUMBER: 161892705
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
2016-09-15
0001326801
Facebook Inc
FB
0001607459
Cox Christopher K
C/O FACEBOOK, INC.
1601 WILLOW ROAD
MENLO PARK
CA
94025
1
Chief Product Officer
Class A Common Stock
2016-09-15
4
C
0
11371
0
A
400696
D
Class A Common Stock
2016-09-15
4
S
0
4934
128.4389
D
395762
D
Class A Common Stock
2016-09-15
4
S
0
1000
128.884
D
394762
D
Class A Common Stock
76945
I
By Christopher K. Cox Revocable Trust
Class A Common Stock
28816
I
By Remainder Interest Trust Created Under The Christopher K. Cox 2009 Annuity Trust Dated 5/29/2009
Restricted Stock Unit (RSU) (Class B)
2016-09-15
4
M
0
11371
0
D
2019-08-25
Class B Common Stock
11371
125073
D
Class B Common Stock
2016-09-15
4
M
0
11371
0
A
Class A Common Stock
11371
11371
D
Class B Common Stock
2016-09-15
4
C
0
11371
0
D
Class A Common Stock
11371
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 (the "RSUs") 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 $127.79 to $128.78 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 $128.79 to $129.03 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 Christopher Cox, Trustee of the Christopher K. Cox Revocable Trust.
Shares held of record by Remainder Interest Trust Created under the Christopher K. Cox 2009 Annuity Trust dated 5/29/2009, Visra Vichit-Vadakan, Trustee, the beneficiaries of which include the reporting person's children. The reporting person's spouse is trustee of the trust. The reporting person disclaims beneficial ownership of these shares, and the filing of this report is not an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
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 1/48 of the total number of shares monthly, beginning on September 1, 2013, 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 Christopher K. Cox
2016-09-19