0001127602-18-007405.txt : 20180220 0001127602-18-007405.hdr.sgml : 20180220 20180220211328 ACCESSION NUMBER: 0001127602-18-007405 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180215 FILED AS OF DATE: 20180220 DATE AS OF CHANGE: 20180220 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: 18626862 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 2018-02-15 0001326801 Facebook Inc FB 0001621141 Koum Jan C/O FACEBOOK, INC. 1601 WILLOW ROAD MENLO PARK CA 94025 1 Class A Common Stock 2018-02-13 5 J 0 E 1168777 0 D 934766 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 2018-02-13 5 J 0 E 1168777 0 A 4248339 I By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 Class A Common Stock 2018-02-13 5 J 0 E 934766 0 D 0 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 2018-02-13 5 J 0 E 934766 0 A 5269287 I By BNY Mellon Trust of Delaware, Trustee of The Jan Koum Family Trust II U/A/D 2/4/2015 Class A Common Stock 2018-02-15 4 M 0 2485347 0 A 6733686 I By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 Class A Common Stock 2018-02-15 4 F 0 1231441 179.52 D 5502245 I By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 Class A Common Stock 2018-02-20 4 S 0 371500 175.6494 D 5130745 I By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 Class A Common Stock 2018-02-20 4 S 0 580736 176.5977 D 4550009 I By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 Class A Common Stock 2018-02-20 4 S 0 301670 177.4104 D 4248339 I By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 Class A Common Stock 2242880 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) 2018-02-15 4 M 0 2485347 0 D 2024-11-16 Class A Common Stock 2485347 7041816 D Represents a transfer of shares from Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VIII U/A/D 1/29/2016 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 VIII U/A/D 1/29/2016. 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 VIII U/A/D 1/29/2016 to Jan Koum and BNY Mellon Trust of Delaware, Trustee of The Jan Koum FamilyTrust II U/A/D 2/4/2015. The reporting person remains the beneficial owner of all of the shares after the transfer. Shares held of record by BNY Mellon Trust of Delaware, Trustee of The Jan Koum Family Trust II U/A/D 2/4/2015. The reporting person exercises voting and dispositive powers over these shares, but has no pecuniary interest in these shares. 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 Restricted Stock Units ("RSUs") listed in Table II and does not represent a sale by the reporting person. 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 $175.115 to $176.11 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 $176.115 to $177.11 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 $177.12 to $177.95 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. 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 2018-02-20