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