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)
11/22/2016

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	11/22/2016		J⁽¹⁾		350,169	D	$0	0	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006⁽²⁾
Class A Common Stock	11/22/2016		J⁽¹⁾		350,169	A	$0	350,169	I	By CZI Holdings, LLC⁽³⁾
Class A Common Stock	11/22/2016		C		408,400⁽⁴⁾	A	$0	758,569	I	By CZI Holdings, LLC⁽³⁾
Class A Common Stock	11/22/2016		G	V	408,400	D	$0	350,169	I	By CZI Holdings, LLC⁽³⁾
Class A Common Stock	11/28/2016		C		269,054	A	$0	269,054	I	By Chan Zuckerberg Foundation⁽⁵⁾
Class A Common Stock	11/28/2016		S⁽⁶⁾		127,318	D	$120.431⁽⁷⁾	141,736	I	By Chan Zuckerberg Foundation⁽⁵⁾
Class A Common Stock	11/28/2016		S⁽⁶⁾		141,736	D	$121.119⁽⁸⁾	0	I	By Chan Zuckerberg Foundation⁽⁵⁾
Class A Common Stock	11/28/2016		C		124,178	A	$0	474,347	I	By CZI Holdings, LLC⁽³⁾
Class A Common Stock	11/28/2016		S⁽⁶⁾		58,838	D	$120.4326⁽⁷⁾	415,509	I	By CZI Holdings, LLC⁽³⁾
Class A Common Stock	11/28/2016		S⁽⁶⁾		65,340	D	$121.1195⁽⁸⁾	350,169	I	By CZI Holdings, LLC⁽³⁾
Class A Common Stock	11/29/2016		C		267,909	A	$0	267,909	I	By Chan Zuckerberg Foundation⁽⁵⁾
Class A Common Stock	11/29/2016		S⁽⁶⁾		157,783	D	$121.0634⁽⁹⁾	110,126	I	By Chan Zuckerberg Foundation⁽⁵⁾
Class A Common Stock	11/29/2016		S⁽⁶⁾		110,126	D	$121.6621⁽¹⁰⁾	0	I	By Chan Zuckerberg Foundation⁽⁵⁾
Class A Common Stock	11/29/2016		C		123,650	A	$0	473,819	I	By CZI Holdings, LLC⁽³⁾
Class A Common Stock	11/29/2016		S⁽⁶⁾		73,965	D	$121.0697⁽¹¹⁾	399,854	I	By CZI Holdings, LLC⁽³⁾
Class A Common Stock	11/29/2016		S⁽⁶⁾		49,685	D	$121.6674⁽¹²⁾	350,169	I	By CZI Holdings, LLC⁽³⁾
Class A Common Stock								827,870	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 Grat No. 1 Dated 5/8/2014⁽¹³⁾
Class A Common Stock								1,139,412	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 Grat No. 2 Dated 5/8/2014⁽¹⁴⁾
Class A Common Stock								1,235,844	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 Grat No. 3 Dated 5/8/2014⁽¹⁵⁾

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⁽¹⁶⁾	⁽¹⁶⁾	11/22/2016		J⁽¹⁾			350,169	⁽¹⁶⁾	⁽¹⁶⁾	Class A Common Stock	350,169	$0	406,048,286	I	By CZI Holdings, LLC⁽³⁾
Class B Common Stock⁽¹⁶⁾	⁽¹⁶⁾	11/22/2016		J⁽¹⁾		350,169		⁽¹⁶⁾	⁽¹⁶⁾	Class A Common Stock	350,169	$0	5,207,492	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006⁽²⁾
Class B Common Stock⁽¹⁶⁾	⁽¹⁶⁾	11/22/2016		G	V		3,200,000	⁽¹⁶⁾	⁽¹⁶⁾	Class A Common Stock	3,200,000	$0	402,848,286	I	By CZI Holdings, LLC⁽³⁾
Class B Common Stock⁽¹⁶⁾	⁽¹⁶⁾	11/22/2016		G	V	3,200,000		⁽¹⁶⁾	⁽¹⁶⁾	Class A Common Stock	3,200,000	$0	6,078,979	I	By Chan Zuckerberg Foundation⁽⁵⁾
Class B Common Stock⁽¹⁶⁾	⁽¹⁶⁾	11/22/2016		C			408,400⁽¹⁷⁾	⁽¹⁶⁾	⁽¹⁶⁾	Class A Common Stock	408,400	$0	402,439,886	I	By CZI Holdings, LLC⁽³⁾
Class B Common Stock⁽¹⁶⁾	⁽¹⁶⁾	11/28/2016		C			269,054	⁽¹⁶⁾	⁽¹⁶⁾	Class A Common Stock	269,054	$0	5,809,925	I	By Chan Zuckerberg Foundation⁽⁵⁾
Class B Common Stock⁽¹⁶⁾	⁽¹⁶⁾	11/28/2016		C			124,178	⁽¹⁶⁾	⁽¹⁶⁾	Class A Common Stock	124,178	$0	402,315,708	I	By CZI Holdings, LLC⁽³⁾
Class B Common Stock⁽¹⁶⁾	⁽¹⁶⁾	11/29/2016		C			267,909	⁽¹⁶⁾	⁽¹⁶⁾	Class A Common Stock	267,909	$0	5,542,016	I	By Chan Zuckerberg Foundation⁽⁵⁾
Class B Common Stock⁽¹⁶⁾	⁽¹⁶⁾	11/29/2016		C			123,650	⁽¹⁶⁾	⁽¹⁶⁾	Class A Common Stock	123,650	$0	402,192,058	I	By CZI Holdings, LLC⁽³⁾

Explanation of Responses:

1. This transaction represents a transfer of shares that were beneficially owned by the reporting person for the purposes of estate planning and not a sale of securities.

2. Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg Trust dated July 7, 2006 ("2006 Trust").

3. Shares held of record by CZI Holdings, LLC ("CZI"). The 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.

4. Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock at the election of the holder.

5. Shares held of record by Mark Zuckerberg, Trustee and Settlor of the Chan Zuckerberg Foundation ("CZ Foundation").

6. The sales reported were effected by CZ Foundation and CZI, as applicable, pursuant to their Rule 10b5-1trading plans. These sales are part of Mr. Zuckerberg's previously-announced plan to gift or otherwise direct substantially all of his shares of Facebook stock, or the net after-tax proceeds from sales of such shares, to further the mission of advancing human potential and promoting equality by means of philanthropic, public advocacy, and other activities for the public good, with such plan to sell or gift no more than $1 billion of Facebook stock each year through 2018.

7. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $119.86 to $120.855 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.

8. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $120.86 to $121.65 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.

9. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $120.42 to $121.41 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.

10. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $121.42 to $122.09 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.

11. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $120.43 to $121.42 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.

12. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $121.43 to $122.05 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.

13. Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 1, dated 5/8/2014.

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

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

16. 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.

17. The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.

	/s/ David Kling as attorney-in-fact for Mark Zuckerberg	11/29/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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