SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Zuckerberg Mark

(Last)

(First)

(Middle)

C/O FACEBOOK, INC.

1601 WILLOW ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Facebook Inc [ FB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	COB and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/23/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	03/23/2018		S⁽¹⁾		4,052	D	$159.7008⁽²⁾	7,940,972	I	By Chan Zuckerberg Foundation⁽³⁾
Class A Common Stock	03/23/2018		S⁽¹⁾		2,800	D	$160.5⁽⁴⁾	7,938,172	I	By Chan Zuckerberg Foundation⁽³⁾
Class A Common Stock	03/23/2018		S⁽¹⁾		3,300	D	$161.8421⁽⁵⁾	7,934,872	I	By Chan Zuckerberg Foundation⁽³⁾
Class A Common Stock	03/23/2018		S⁽¹⁾		4,117	D	$162.7411⁽⁶⁾	7,930,755	I	By Chan Zuckerberg Foundation⁽³⁾
Class A Common Stock	03/23/2018		S⁽¹⁾		7,082	D	$163.7837⁽⁷⁾	7,923,673	I	By Chan Zuckerberg Foundation⁽³⁾
Class A Common Stock	03/23/2018		S⁽¹⁾		9,700	D	$164.7795⁽⁸⁾	7,913,973	I	By Chan Zuckerberg Foundation⁽³⁾
Class A Common Stock	03/23/2018		S⁽¹⁾		3,699	D	$165.4783⁽⁹⁾	7,910,274	I	By Chan Zuckerberg Foundation⁽³⁾
Class A Common Stock	03/23/2018		S⁽¹⁾		1,500	D	$166.6535⁽¹⁰⁾	7,908,774	I	By Chan Zuckerberg Foundation⁽³⁾
Class A Common Stock	03/23/2018		C		108,750	A	$0	108,750	I	By CZI Holdings, LLC⁽¹¹⁾
Class A Common Stock	03/23/2018		S⁽¹⁾		15,389	D	$159.8186⁽¹²⁾	93,361	I	By CZI Holdings, LLC⁽¹¹⁾
Class A Common Stock	03/23/2018		S⁽¹⁾		6,902	D	$160.7335⁽¹³⁾	86,459	I	By CZI Holdings, LLC⁽¹¹⁾
Class A Common Stock	03/23/2018		S⁽¹⁾		12,338	D	$161.9796⁽¹⁴⁾	74,121	I	By CZI Holdings, LLC⁽¹¹⁾
Class A Common Stock	03/23/2018		S⁽¹⁾		13,507	D	$162.9791⁽¹⁵⁾	60,614	I	By CZI Holdings, LLC⁽¹¹⁾
Class A Common Stock	03/23/2018		S⁽¹⁾		24,599	D	$164.0409⁽¹⁶⁾	36,015	I	By CZI Holdings, LLC⁽¹¹⁾
Class A Common Stock	03/23/2018		S⁽¹⁾		29,432	D	$165.0085⁽¹⁷⁾	6,583	I	By CZI Holdings, LLC⁽¹¹⁾
Class A Common Stock	03/23/2018		S⁽¹⁾		5,000	D	$165.9149⁽¹⁸⁾	1,583	I	By CZI Holdings, LLC⁽¹¹⁾
Class A Common Stock	03/23/2018		S⁽¹⁾		1,583	D	$166.762⁽¹⁹⁾	0	I	By CZI Holdings, LLC⁽¹¹⁾
Class A Common Stock								456,368	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014⁽²⁰⁾
Class A Common Stock								546,765	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014⁽²¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock⁽²²⁾	⁽²²⁾	03/23/2018		C			108,750	⁽²²⁾	⁽²²⁾	Class A Common Stock	108,750	$0	385,547,923	I	By CZI Holdings, LLC⁽¹¹⁾
Class B Common Stock⁽²²⁾	⁽²²⁾							⁽²²⁾	⁽²²⁾	Class A Common Stock	1,908,602		1,908,602	I	By Chan Zuckerberg Foundation⁽³⁾
Class B Common Stock⁽²²⁾	⁽²²⁾							⁽²²⁾	⁽²²⁾	Class A Common Stock	5,676,058		5,676,058	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006⁽²³⁾

Explanation of Responses:

1. The sales reported were effected by Mark Zuckerberg, Trustee and Settlor of the Chan Zuckerberg Foundation ("CZ Foundation") and CZI Holdings, LLC ("CZI"), as applicable, pursuant to their Rule 10b5-1 trading plans. These sales are part of the plan Mr. Zuckerberg announced in September 2017 to sell 35 million to 75 million Facebook shares over approximately 18 months from the date of that announcement in order to fund the philanthropic initiatives of Mr. Zuckerberg and his wife, Priscilla Chan, in education, science and advocacy.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $159.15 to $160.12 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.

3. Shares held of record by CZ Foundation. The reporting person is deemed to have voting and investment power over the shares held by CZ Foundation, but has no pecuniary interest in these shares.

4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $160.15 to $161.13 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.

5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $161.18 to $162.15 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.

6. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $162.22 to $163.20 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.

7. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $163.23 to $164.22 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.

8. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $164.26 to $165.25 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.

9. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $165.27 to $166.24 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.

10. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $166.43 to $166.73 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.

11. 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.

12. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $159.23 to $160.22 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.

13. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $160.24 to $161.20 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.

14. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $161.54 to $162.53 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.

15. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $162.54 to $163.51 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.

16. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $163.55 to $164.53 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.

17. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $164.56 to $165.51 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.

18. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $165.56 to $166.55 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.

19. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $166.67 to $166.78 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.

20. Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 2, dated 5/8/2014.

21. Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 3, dated 5/8/2014.

22. 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.

23. Shares held of record by Mark Zuckerberg, Trustee of the 2006 Trust.

	/s/ Michael Johnson as attorney-in-fact for Mark Zuckerberg	03/23/2018
	** Signature of Reporting Person	Date
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