0001127602-17-011279.txt : 20170310 0001127602-17-011279.hdr.sgml : 20170310 20170310182507 ACCESSION NUMBER: 0001127602-17-011279 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170308 FILED AS OF DATE: 20170310 DATE AS OF CHANGE: 20170310 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: 17683415 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 2017-03-08 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 2017-03-08 4 C 0 72624 0 A 72624 I By Chan Zuckerberg Foundation Class A Common Stock 2017-03-08 4 S 0 72624 137.6937 D 0 I By Chan Zuckerberg Foundation Class A Common Stock 2017-03-08 4 S 0 45390 137.6928 D 212847 I By CZI Holdings, LLC Class A Common Stock 2017-03-08 4 S 0 36312 137.6924 D 718012 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 1 Dated 5/8/2014 Class A Common Stock 2017-03-08 4 S 0 18156 137.6927 D 1084484 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014 Class A Common Stock 2017-03-08 4 S 0 18156 137.6908 D 1180916 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 Class A Common Stock 2017-03-09 4 C 0 72380 0 A 72380 I By Chan Zuckerberg Foundation Class A Common Stock 2017-03-09 4 S 0 68755 138.1405 D 3625 I By Chan Zuckerberg Foundation Class A Common Stock 2017-03-09 4 S 0 3625 138.4894 D 0 I By Chan Zuckerberg Foundation Class A Common Stock 2017-03-09 4 S 0 42537 138.1381 D 170310 I By CZI Holdings, LLC Class A Common Stock 2017-03-09 4 S 0 2700 138.4833 D 167610 I By CZI Holdings, LLC Class A Common Stock 2017-03-09 4 S 0 34991 138.1438 D 683021 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 1 Dated 5/8/2014 Class A Common Stock 2017-03-09 4 S 0 1200 138.5058 D 681821 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 1 Dated 5/8/2014 Class A Common Stock 2017-03-09 4 S 0 17995 138.1515 D 1066489 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014 Class A Common Stock 2017-03-09 4 S 0 100 138.53 D 1066389 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014 Class A Common Stock 2017-03-09 4 S 0 17895 138.1489 D 1163021 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 Class A Common Stock 2017-03-09 4 S 0 200 138.525 D 1162821 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 Class B Common Stock 2017-03-08 4 C 0 72624 0 D Class A Common Stock 72624 4229236 I By Chan Zuckerberg Foundation Class B Common Stock 2017-03-09 4 C 0 72380 0 D Class A Common Stock 72380 4156856 I By Chan Zuckerberg Foundation Class B Common Stock Class A Common Stock 5207492 5207492 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 Class B Common Stock Class A Common Stock 401687563 401687563 I By CZI Holdings, LLC 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 $137.13 to $137.98 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 $137.12 to $137.96 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 sales reported were effected by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 1, dated 5/8/2014, Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 2, dated 5/8/2014 and Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 3, dated 5/8/2014, as applicable, pursuant to their Rule 10b5-1 trading plans. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $137.14 to $137.98 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $137.14 to $137.97 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. 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $137.44 to $138.43 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 $138.44 to $138.55 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 $137.43 to $138.42 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 $138.43 to $138.54 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 $137.47 to $138.46 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 $138.47 to $138.54 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 $137.53 to $138.52 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 $137.52 to $138.51 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 $138.52 to $138.53 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 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. Shares held of record by Mark Zuckerberg, Trustee of the 2006 Trust. /s/ Michael Johnson as attorney-in-fact for Mark Zuckerberg 2017-03-10