0001127602-17-032514.txt : 20171116 0001127602-17-032514.hdr.sgml : 20171116 20171116201709 ACCESSION NUMBER: 0001127602-17-032514 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171114 FILED AS OF DATE: 20171116 DATE AS OF CHANGE: 20171116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Schroepfer Michael Todd CENTRAL INDEX KEY: 0001509441 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35551 FILM NUMBER: 171209474 MAIL ADDRESS: STREET 1: C/O FACEBOOK INC. STREET 2: 1601 WILLOW ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 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 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2017-11-14 0001326801 Facebook Inc FB 0001509441 Schroepfer Michael Todd C/O FACEBOOK, INC. 1601 WILLOW ROAD MENLO PARK CA 94025 1 Chief Technology Officer Class A Common Stock 2017-11-14 4 C 0 66256 0 A 345382 I By The HS Trust U/A/D 9/28/2011 Class A Common Stock 2017-11-14 4 S 0 18904 178.0165 D 326478 I By The HS Trust U/A/D 9/28/2011 Class A Common Stock 2017-11-14 4 S 0 19139 178.4897 D 307339 I By The HS Trust U/A/D 9/28/2011 Class A Common Stock 2017-11-15 4 C 0 86584 0 A 586643 D Class A Common Stock 2017-11-15 4 F 0 45180 178.07 D 541463 D Class A Common Stock 2017-11-15 4 C 0 34123 0 A 575586 D Class A Common Stock 2017-11-15 4 F 0 17806 178.07 D 557780 D Class A Common Stock 2017-11-15 4 M 0 10022 0 A 567802 D Class A Common Stock 2017-11-15 4 F 0 5230 178.07 D 562572 D Class A Common Stock 2017-11-15 4 M 0 8255 0 A 570827 D Class A Common Stock 2017-11-15 4 F 0 4308 178.07 D 566519 D Class A Common Stock 30121 I By The Erin Hoffmann 2017 Annuity Trust U/A/D 6/29/2017 Class A Common Stock 30121 I By The Michael Schroepfer 2017 Annuity Trust U/A/D 6/29/2017 Stock Option (Right to Buy Class B Common Stock) 2.954 2017-11-14 4 M 0 66256 0 D 2019-08-18 Class B Common Stock 66256 861305 I By The HS Trust U/A/D 9/28/2011 Class B Common Stock 2017-11-14 4 M 0 66256 0 A Class A Common Stock 66256 66256 I By The HS Trust U/A/D 9/28/2011 Class B Common Stock 2017-11-14 4 C 0 66256 0 D Class A Common Stock 66256 0 I By The HS Trust U/A/D 9/28/2011 Restricted Stock Unit (RSU) (Class B) 2017-11-15 4 M 0 86584 0 D 2020-08-25 Class B Common Stock 86584 173168 D Class B Common Stock 2017-11-15 4 M 0 86584 0 A Class A Common Stock 86584 86584 D Class B Common Stock 2017-11-15 4 C 0 86584 0 D Class A Common Stock 86584 0 D Restricted Stock Unit (RSU) (Class B) 2017-11-15 4 M 0 34123 0 D 2022-05-02 Class B Common Stock 34123 102367 D Class B Common Stock 2017-11-15 4 M 0 34123 0 A Class A Common Stock 34123 34123 D Class B Common Stock 2017-11-15 4 C 0 34123 0 D Class A Common Stock 34123 0 D Restricted Stock Units (RSU) (Class A) 2017-11-15 4 M 0 10022 0 D 2024-03-16 Class A Common Stock 10022 90203 D Restricted Stock Units (RSU) (Class A) 2017-11-15 4 M 0 8255 0 D 2025-03-15 Class A Common Stock 8255 107307 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 options listed in Table II. Shares held of record by Michael Schroepfer and Erin Hoffmann, Co-Trustees of The HS Trust U/A/D 9/28/2011. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the holder. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $177.31 to $178.29 per share, inclusive. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written 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 $178.32 to $178.89 per share, inclusive. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written 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 ("RSUs") listed in Table II. Represents the number of shares of Class A Common Stock that have been withheld by the issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the RSUs and does not represent a sale by the reporting person. Shares held of record by Erin Hoffmann, Trustee of The Erin Hoffmann 2017 Annuity Trust U/A/D 6/29/2017, a grantor retained annuity trust for the benefit of the reporting person's spouse. Shares held of record by Michael Schroepfer, Trustee of The Michael Schroepfer 2017 Annuity Trust U/A/D 6/29/2017, a grantor retained annuity trust for the benefit of the reporting person. The option vested as to 1/5th of the total shares on July 15, 2010, after which 1/60th of the total shares vest monthly, subject to continued service through each vesting date. In connection with certain estate planning transfers, the reporting person transferred vested shares underlying the option to Michael Schroepfer and Erin Hoffman, Co-Trustees of The HS Trust U/A/D 9/28/11. 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. Options held of record by Michael Schroepfer and Erin Hoffmann, Co-Trustees of The HS Trust U/A/D 9/28/2011. 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 B Common Stock upon settlement. The RSUs were granted with both (a) a liquidity event-based vesting condition and (b) a service-based vesting condition, both of which conditions must be satisfied in order for the RSUs to vest. The liquidity event-based vesting condition was satisfied on November 17, 2012. The service-based vesting condition was satisfied as to 1/16th of the total number of shares on August 15, 2014, after which 1/16th of the total number of shares vest quarterly, subject to continued service through each vesting date. The RSUs vest as to 1/16th of the total shares quarterly, beginning on November 15, 2014, subject to continued service through each vesting date. 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. The RSUs vest as to 1/16th of the total shares quarterly, beginning on May 15, 2017, subject to continued service through each vesting date. /s/ Michael Johnson as attorney-in-fact for Michael T. Schroepfer 2017-11-16