0001127602-16-064814.txt : 20161014 0001127602-16-064814.hdr.sgml : 20161014 20161014181703 ACCESSION NUMBER: 0001127602-16-064814 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161012 FILED AS OF DATE: 20161014 DATE AS OF CHANGE: 20161014 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: 161937754 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 2016-10-12 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 2016-10-12 4 C 0 251859 0 A 251859 I By Chan Zuckerberg Foundation Class A Common Stock 2016-10-12 4 S 0 231689 128.9956 D 20170 I By Chan Zuckerberg Foundation Class A Common Stock 2016-10-12 4 S 0 20170 129.5537 D 0 I By Chan Zuckerberg Foundation Class A Common Stock 2016-10-12 4 C 0 116242 0 A 116242 I By CZI Holdings, LLC Class A Common Stock 2016-10-12 4 S 0 107702 128.9988 D 8540 I By CZI Holdings, LLC Class A Common Stock 2016-10-12 4 S 0 8540 129.5605 D 0 I By CZI Holdings, LLC Class A Common Stock 2016-10-13 4 C 0 254886 0 A 254886 I By Chan Zuckerberg Foundation Class A Common Stock 2016-10-13 4 S 0 179324 127.3339 D 75562 I By Chan Zuckerberg Foundation Class A Common Stock 2016-10-13 4 S 0 75562 127.9194 D 0 I By Chan Zuckerberg Foundation Class A Common Stock 2016-10-13 4 C 0 117639 0 A 117639 I By CZI Holdings, LLC Class A Common Stock 2016-10-13 4 S 0 81059 127.3251 D 36580 I By CZI Holdings, LLC Class A Common Stock 2016-10-13 4 S 0 36580 127.9124 D 0 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 2016-10-12 4 C 0 251859 0 D Class A Common Stock 251859 3688059 I By Chan Zuckerberg Foundation Class B Common Stock 2016-10-12 4 C 0 116242 0 D Class A Common Stock 116242 406771877 I By CZI Holdings, LLC Class B Common Stock 2016-10-13 4 C 0 254886 0 D Class A Common Stock 254886 3433173 I By Chan Zuckerberg Foundation Class B Common Stock 2016-10-13 4 C 0 117639 0 D Class A Common Stock 117639 406654238 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 ("CZ Foundation"). The sales reported were effected by CZ Foundation and CZI Holdings, LLC ("CZI"), as applicable, pursuant to their Rule 10b5-1trading 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 $128.47 to $129.46 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 $129.47 to $129.65 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 $128.48 to $129.47 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 $129.48 to $129.65 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 $126.77 to $127.7650 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 $127.77 to $128.15 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $126.76 to $127.7550 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 $127.76 to $128.15 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 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 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 2016-10-14