0001127602-18-018005.txt : 20180517 0001127602-18-018005.hdr.sgml : 20180517 20180517205046 ACCESSION NUMBER: 0001127602-18-018005 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180515 FILED AS OF DATE: 20180517 DATE AS OF CHANGE: 20180517 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: 18844851 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 2018-05-15 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 2018-05-15 4 C 0 86584 0 A 551714 D Class A Common Stock 2018-05-15 4 F 0 42929 186.64 D 508785 D Class A Common Stock 2018-05-15 4 M 0 26847 0 A 535632 D Class A Common Stock 2018-05-15 4 F 0 13311 186.64 D 522321 D Class A Common Stock 2018-05-15 4 M 0 10022 0 A 532343 D Class A Common Stock 2018-05-15 4 F 0 4969 186.64 D 527374 D Class A Common Stock 2018-05-15 4 M 0 8254 0 A 535628 D Class A Common Stock 2018-05-15 4 F 0 4093 186.64 D 531535 D Class A Common Stock 2018-05-15 4 C 0 34122 0 A 565657 D Class A Common Stock 2018-05-15 4 F 0 16918 186.64 D 548739 D Class A Common Stock 30121 I By The Erin Hoffmann 2017 Annuity Trust U/A/D 6/29/2017 Class A Common Stock 476595 I By The HS Trust U/A/D 9/28/2011 Class A Common Stock 30121 I By The Michael Schroepfer 2017 Annuity Trust U/A/D 6/29/2017 Restricted Stock Unit (RSU) (Class B) 2018-05-15 4 M 0 86584 0 D 2020-08-25 Class B Common Stock 86584 0 D Class B Common Stock 2018-05-15 4 M 0 86584 0 A Class A Common Stock 86584 86584 D Class B Common Stock 2018-05-15 4 C 0 86584 0 D Class A Common Stock 86584 0 D Restricted Stock Units (RSU) (Class A) 2018-05-15 4 M 0 26847 0 D 2023-05-05 Class A Common Stock 26847 375859 D Restricted Stock Units (RSU) (Class A) 2018-05-15 4 M 0 10022 0 D 2024-03-16 Class A Common Stock 10022 70158 D Restricted Stock Units (RSU) (Class A) 2018-05-15 4 M 0 8254 0 D 2025-03-15 Class A Common Stock 8254 90799 D Restricted Stock Unit (RSU) (Class B) 2018-05-15 4 M 0 34122 0 D 2022-05-02 Class B Common Stock 34122 34123 D Class B Common Stock 2018-05-15 4 M 0 34122 0 A Class A Common Stock 34122 34122 D Class B Common Stock 2018-05-15 4 C 0 34122 0 D Class A Common Stock 34122 0 D 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 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. The total reported in Column 5 has been adjusted to correct an inadvertent understatement of total holdings by 28,213 shares in the Form 4 filed on May 10, 2018. Shares held of record by Michael Schroepfer and Erin Hoffmann, Co-Trustees of The HS Trust U/A/D 9/28/2011. 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. 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 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. 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 A Common Stock upon settlement. The RSUs vest as to 1/16th of the total shares quarterly, beginning on November 15, 2017, subject to continued service through each vesting date. 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. 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. /s/ Michael Johnson as attorney-in-fact for Michael T. Schroepfer 2018-05-17