0001127602-16-067285.txt : 20161115
0001127602-16-067285.hdr.sgml : 20161115
20161115214257
ACCESSION NUMBER: 0001127602-16-067285
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20161111
FILED AS OF DATE: 20161115
DATE AS OF CHANGE: 20161115
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: Sandberg Sheryl
CENTRAL INDEX KEY: 0001366010
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35551
FILM NUMBER: 162001235
MAIL ADDRESS:
STREET 1: 1600 AMPHITHEATRE PARKWAY
CITY: MOUNTAIN VIEW
STATE: CA
ZIP: 94043
4
1
form4.xml
PRIMARY DOCUMENT
X0306
4
2016-11-11
0001326801
Facebook Inc
FB
0001366010
Sandberg Sheryl
C/O FACEBOOK, INC.
1601 WILLOW ROAD
MENLO PARK
CA
94025
1
1
Chief Operating Officer
Class A Common Stock
2016-11-11
4
C
0
52404
10.388
A
4059460
D
Class A Common Stock
2016-11-11
4
S
0
35825
118.6799
D
4023635
D
Class A Common Stock
2016-11-11
4
S
0
14479
119.5399
D
4009156
D
Class A Common Stock
2016-11-11
4
S
0
2100
120.3338
D
4007056
D
Class A Common Stock
2016-11-11
4
S
0
38266
118.6752
D
3968790
D
Class A Common Stock
2016-11-11
4
S
0
16027
119.5276
D
3952763
D
Class A Common Stock
2016-11-11
4
S
0
2303
120.3242
D
3950460
D
Class A Common Stock
2016-11-15
4
C
0
43193
0
A
3993653
D
Class A Common Stock
2016-11-15
4
M
0
13030
0
A
4006683
D
Class A Common Stock
2016-11-15
4
S
0
5357
116.5925
D
4001326
D
Class A Common Stock
2016-11-15
4
S
0
18677
117.4182
D
3982649
D
Class A Common Stock
2016-11-15
4
S
0
5305
118.1295
D
3977344
D
Class A Common Stock
23824
I
By Sheryl K. Sandberg, Trustee of the Sandberg-Goldberg Family Trust Dated September 3, 2004
Stock Option (Right to Buy Class B Common Stock)
10.388
2016-11-11
4
M
0
52404
0
D
2020-07-22
Class B Common Stock
52404
2242304
D
Class B Common Stock
2016-11-11
4
M
0
52404
0
A
Class A Common Stock
52404
52404
D
Class B Common Stock
2016-11-11
4
C
0
52404
0
D
Class A Common Stock
52404
0
D
Restricted Stock Unit (RSU) (Class B)
2016-11-15
4
M
0
43193
0
D
2022-05-02
Class B Common Stock
43193
172772
D
Class B Common Stock
2016-11-15
4
M
0
43193
0
A
Class A Common Stock
43193
43193
D
Class B Common Stock
2016-11-15
4
C
0
43193
0
D
Class A Common Stock
43193
0
D
Restricted Stock Units (RSU) (Class A)
2016-11-15
4
M
0
13030
0
D
2024-03-16
Class A Common Stock
13030
169382
D
Represents the number of shares that were acquired upon the conversion of Class B Common Stock to Class A Common Stock in connection with the exercise of the stock option listed in Table II.
The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted 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 $118.18 to $119.17 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 $119.18 to $120.15 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 $120.18 to $120.61 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 $118.17 to $119.15 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 $119.17 to $120.16 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 $120.17 to $120.58 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.
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") 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 $116.00 to $116.99 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 $117.00 to $117.99 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 $118.00 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.
Shares held of record by Sheryl K. Sandberg, Trustee of the Sandberg-Goldberg Family Trust Dated September 3, 2004.
The option vests as to 1/48th of the total shares monthly, beginning on May 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.
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 1/16th of the total shares quarterly, beginning on February 15, 2014, subject to continued service through each vesting date.
The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.
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 Sheryl K. Sandberg
2016-11-15