0001127602-16-067681.txt : 20161117 0001127602-16-067681.hdr.sgml : 20161117 20161117215254 ACCESSION NUMBER: 0001127602-16-067681 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161109 FILED AS OF DATE: 20161117 DATE AS OF CHANGE: 20161117 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: Koum Jan CENTRAL INDEX KEY: 0001621141 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35551 FILM NUMBER: 162006393 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 2016-11-09 0001326801 Facebook Inc FB 0001621141 Koum Jan C/O FACEBOOK, INC. 1601 WILLOW ROAD MENLO PARK CA 94025 1 Class A Common Stock 2016-11-09 4 J 0 1314746 0 D 1213926 I By Jan Koum, Trustee of The Jan Koum Trust III U/A/D 10/9/2014 Class A Common Stock 2016-11-09 4 J 0 1314746 0 A 1314746 I By Jan Koum, Trustee of The Jan Koum Family Trust U/A/D 4/29/2014 Class A Common Stock 2016-11-09 4 J 0 1213926 0 D 0 I By Jan Koum, Trustee of The Jan Koum Trust III U/A/D 10/9/2014 Class A Common Stock 2016-11-09 4 J 0 1213926 0 A 11760770 I By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 Class A Common Stock 2016-11-14 4 J 0 1439735 0 D 2060265 I By Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VII U/A/D 10/20/2015 Class A Common Stock 2016-11-14 4 J 0 1439735 0 A 13200505 I By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 Class A Common Stock 2016-11-15 4 M 0 1242673 0 A 14443178 I By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 Class A Common Stock 2016-11-15 4 S 0 87030 116.4719 D 14356148 I By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 Class A Common Stock 2016-11-15 4 S 0 391119 117.3111 D 13965029 I By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 Class A Common Stock 2016-11-15 4 S 0 170278 118.0688 D 13794751 I By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 Class A Common Stock 3500000 I By Jan Koum and BNY Mellon Trust of Delaware Co-Trustees of The Jan Koum Trust VIII U/A/D 1/29/2016 Class A Common Stock 2242343 I By Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust IV U/A/D 2/4/2015 Class A Common Stock 2370448 I By Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust V U/A/D 4/29/2015 Class A Common Stock 2236923 I By Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VI U/A/D 8/5/2015 Class A Common Stock 3500000 I By Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust IX U/A/D 4/13/2016 Restricted Stock Units (RSU) (Class A) 2016-11-15 4 M 0 1242673 0 D 2024-11-16 Class A Common Stock 1242673 14497857 D Represents a transfer of shares from Jan Koum, Trustee of The Jan Koum Trust III U/A/D 10/9/2014 to Jan Koum, Trustee of The Jan Koum Family Trust U/A/D 4/29/2014. Shares held of record by Jan Koum, Trustee of The Jan Koum Trust III U/A/D 10/9/2014. Shares held of record by The Jan Koum Family Trust U/A/D 4/29/2014. The reporting person exercises voting and dispositive power over these shares, but has no pecuniary interest in these shares. Represents a transfer of shares from Jan Koum, Trustee of The Jan Koum Trust III U/A/D 10/9/2014 to Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004. The reporting person remains the beneficial owner of all of the shares after the transfer. Shares held of record by Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004. Represents a transfer of shares from Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VII U/A/D 10/20/2015 to Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004. The reporting person remains the beneficial owner of all of the shares after the transfer. Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VII U/A/D 10/20/2015. 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 award agreements 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 $115.87 to $116.865 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 $116.87 to $117.865 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 $117.87 to $118.45 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 Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VIII U/A/D 1/29/2016. Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust IV U/A/D 2/4/2015. Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust V U/A/D 4/29/2015. Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VI U/A/D 8/5/2015. Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust IX U/A/D 4/13/2016. 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 (a) 13/60th of the total shares on November 15, 2015, (b) 1/20th of the total shares each quarter thereafter through November 15, 2017, (c) 2/20th of the total shares on each of February 15, 2018, May 15, 2018 and August 15, 2018 and (d) the final 5/60th of the total shares on November 15, 2018; provided, however, that in the event of the reporting person's termination of employment with the issuer under certain circumstances, all of the reporting person's then unvested RSUs shall vest as of the date of such termination of employment. /s/ Michael Johnson as attorney-in-fact for Jan Koum 2016-11-17