0001127602-16-070490.txt : 20161219 0001127602-16-070490.hdr.sgml : 20161219 20161219190616 ACCESSION NUMBER: 0001127602-16-070490 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161215 FILED AS OF DATE: 20161219 DATE AS OF CHANGE: 20161219 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: 162060005 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 2016-12-15 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 2016-12-15 4 C 0 11371 0 A 398272 D Class A Common Stock 2016-12-15 4 S 0 4934 120.4416 D 393338 D Class A Common Stock 2016-12-15 4 S 0 1000 121.078 D 392338 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) 2016-12-15 4 M 0 11371 0 D 2019-08-25 Class B Common Stock 11371 90960 D Class B Common Stock 2016-12-15 4 M 0 11371 0 A Class A Common Stock 11371 11371 D Class B Common Stock 2016-12-15 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 ("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 $119.96 to $120.93 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 $120.98 to $121.21 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/ David Kling as attorney-in-fact for Christopher K. Cox 2016-12-19