0001127602-16-058157.txt : 20160718 0001127602-16-058157.hdr.sgml : 20160718 20160718181946 ACCESSION NUMBER: 0001127602-16-058157 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160714 FILED AS OF DATE: 20160718 DATE AS OF CHANGE: 20160718 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: Schroepfer Michael Todd CENTRAL INDEX KEY: 0001509441 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35551 FILM NUMBER: 161772223 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 2016-07-14 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 2016-07-14 4 C 0 20000 1.854 A 579862 D Class A Common Stock 2016-07-14 4 S 0 20000 117.50 D 559862 D Class A Common Stock 2016-07-15 4 C 0 59952 0 A 619814 D Class A Common Stock 2016-07-15 4 S 0 24443 116.9731 D 595371 D Class A Common Stock 2016-07-15 4 S 0 6840 117.9057 D 588531 D Stock Option (Right to Buy Class B Common Stock) 1.854 2016-07-14 4 M 0 20000 0 D 2019-01-11 Class B Common Stock 20000 78130 D Class B Common Stock 2016-07-14 4 M 0 20000 0 A Class A Common Stock 20000 20000 D Class B Common Stock 2016-07-14 4 C 0 20000 0 D Class A Common Stock 20000 0 D Restricted Stock Unit (RSU) (Class B) 2016-07-15 4 M 0 59952 0 D 2021-03-24 Class B Common Stock 59952 299761 D Class B Common Stock 2016-07-15 4 M 0 59952 0 A Class A Common Stock 59952 59952 D Class B Common Stock 2016-07-15 4 C 0 59952 0 D Class A Common Stock 59952 0 D Stock Option (Right to Buy Class B Common Stock) 1.854 2019-01-11 Class B Common Stock 26940 26940 I By The Clover Irrevocable Nonexempt Trust 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. The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. 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 required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $116.60 to $117.59 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 $117.61 to $118.23 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 option was 100% vested on August 13, 2013. In connection with certain estate planning transfers, options to purchase a portion of the vested shares are held by Michael Schroepfer and Erin Hoffmann, 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. 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 vest as to 1/16th of the total shares quarterly, beginning on January 15, 2014, subject to continued service through each vesting date. The option was 100% vested on August 13, 2013. Shares held of record by Michael T. Schroepfer and Erin Hoffmann, Co-Trustees of The Clover Irrevocable Nonexempt Trust u/a/d 6/27/11. /s/ Michael Johnson as attorney-in-fact for Michael T. Schroepfer 2016-07-18