0001127602-17-012562.txt : 20170321
0001127602-17-012562.hdr.sgml : 20170321
20170321181424
ACCESSION NUMBER: 0001127602-17-012562
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170317
FILED AS OF DATE: 20170321
DATE AS OF CHANGE: 20170321
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: 17705173
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
2017-03-17
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
2017-03-17
4
C
0
71469
0
A
71469
I
By Chan Zuckerberg Foundation
Class A Common Stock
2017-03-17
4
S
0
71469
139.92
D
0
I
By Chan Zuckerberg Foundation
Class A Common Stock
2017-03-17
4
S
0
44668
139.9208
D
122942
I
By CZI Holdings, LLC
Class A Common Stock
2017-03-17
4
S
0
35734
139.9205
D
646087
I
By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 1 Dated 5/8/2014
Class A Common Stock
2017-03-17
4
S
0
17866
139.9229
D
1048523
I
By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014
Class A Common Stock
2017-03-17
4
S
0
17867
139.9188
D
1144954
I
By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014
Class A Common Stock
2017-03-20
4
C
0
71515
0
A
71515
I
By Chan Zuckerberg Foundation
Class A Common Stock
2017-03-20
4
S
0
71515
139.83
D
0
I
By Chan Zuckerberg Foundation
Class A Common Stock
2017-03-20
4
S
0
44697
139.8286
D
78245
I
By CZI Holdings, LLC
Class A Common Stock
2017-03-20
4
S
0
35758
139.8286
D
610329
I
By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 1 Dated 5/8/2014
Class A Common Stock
2017-03-20
4
S
0
17879
139.8251
D
1030644
I
By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014
Class A Common Stock
2017-03-20
4
S
0
17879
139.8266
D
1127075
I
By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014
Class B Common Stock
2017-03-17
4
C
0
71469
0
D
Class A Common Stock
71469
4085387
I
By Chan Zuckerberg Foundation
Class B Common Stock
2017-03-20
4
C
0
71515
0
D
Class A Common Stock
71515
4013872
I
By Chan Zuckerberg Foundation
Class B Common Stock
Class A Common Stock
401687563
401687563
I
By CZI Holdings, LLC
Class B Common Stock
Class A Common Stock
5207492
5207492
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 $139.74 to $140.29 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 $139.74 to $140.20 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 $139.75 to $140.21 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 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 $139.77 to $140.30 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.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $139.75 to $140.15 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. 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 $139.29 to $140.17 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 $139.32 to $140.15 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 $139.33 to $140.15 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 $139.35 to $140.15 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 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
2017-03-21