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