0001127602-17-014740.txt : 20170413 0001127602-17-014740.hdr.sgml : 20170413 20170413191914 ACCESSION NUMBER: 0001127602-17-014740 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170411 FILED AS OF DATE: 20170413 DATE AS OF CHANGE: 20170413 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: Zuckerberg Mark CENTRAL INDEX KEY: 0001548760 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35551 FILM NUMBER: 17761897 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 2017-04-11 0001326801 Facebook Inc FB 0001548760 Zuckerberg Mark C/O FACEBOOK, INC. 1601 WILLOW ROAD MENLO PARK CA 94025 1 1 1 COB and CEO Class A Common Stock 2017-04-11 4 C 0 71531 0 A 71531 I By Chan Zuckerberg Foundation Class A Common Stock 2017-04-11 4 S 0 41474 139.5439 D 30057 I By Chan Zuckerberg Foundation Class A Common Stock 2017-04-11 4 S 0 26857 140.0608 D 3200 I By Chan Zuckerberg Foundation Class A Common Stock 2017-04-11 4 S 0 3200 140.9127 D 0 I By Chan Zuckerberg Foundation Class A Common Stock 2017-04-11 4 C 0 44706 0 A 44706 I By CZI Holdings, LLC Class A Common Stock 2017-04-11 4 S 0 27600 139.5658 D 17106 I By CZI Holdings, LLC Class A Common Stock 2017-04-11 4 S 0 15706 140.1147 D 1400 I By CZI Holdings, LLC Class A Common Stock 2017-04-11 4 S 0 1400 140.9357 D 0 I By CZI Holdings, LLC Class A Common Stock 2017-04-11 4 S 0 27464 139.6338 D 512617 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 1 Dated 5/8/2014 Class A Common Stock 2017-04-11 4 S 0 8201 140.3317 D 504416 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 1 Dated 5/8/2014 Class A Common Stock 2017-04-11 4 S 0 100 141.00 D 504316 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 1 Dated 5/8/2014 Class A Common Stock 2017-04-11 4 S 0 11483 139.5732 D 984038 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014 Class A Common Stock 2017-04-11 4 S 0 6200 140.176 D 977838 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014 Class A Common Stock 2017-04-11 4 S 0 200 140.90 D 977638 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014 Class A Common Stock 2017-04-11 4 S 0 13962 139.6522 D 1077990 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 Class A Common Stock 2017-04-11 4 S 0 3920 140.3458 D 1074070 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 Class A Common Stock 2017-04-12 4 C 0 71500 0 A 71500 I By Chan Zuckerberg Foundation Class A Common Stock 2017-04-12 4 S 0 71500 139.8584 D 0 I By Chan Zuckerberg Foundation Class A Common Stock 2017-04-12 4 C 0 44688 0 A 44688 I By CZI Holdings, LLC Class A Common Stock 2017-04-12 4 S 0 44688 139.857 D 0 I By CZI Holdings, LLC Class A Common Stock 2017-04-12 4 S 0 35750 139.86 D 468566 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 1 Dated 5/8/2014 Class A Common Stock 2017-04-12 4 S 0 17874 139.8624 D 959764 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014 Class A Common Stock 2017-04-12 4 S 0 17875 139.8541 D 1056195 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 Class B Common Stock 2017-04-11 4 C 0 71531 0 D Class A Common Stock 71531 3801840 I By Chan Zuckerberg Foundation Class B Common Stock 2017-04-11 4 C 0 44706 0 D Class A Common Stock 44706 401633288 I By CZI Holdings, LLC Class B Common Stock 2017-04-12 4 C 0 71500 0 D Class A Common Stock 71500 3730340 I By Chan Zuckerberg Foundation Class B Common Stock 2017-04-12 4 C 0 44688 0 D Class A Common Stock 44688 401588600 I By CZI Holdings, LLC Class B Common Stock Class A Common Stock 5207492 5207492 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 Shares held of record by Mark Zuckerberg, Trustee and Settlor of the Chan Zuckerberg Foundation ("CZ Foundation"). The sales reported were effected by CZ Foundation and CZI Holdings, LLC ("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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $138.83 to $139.82 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 written 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 $139.83 to $140.7950 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 written 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 $140.8350 to $141.01 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 written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $138.88 to $139.87 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 written 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 $139.88 to $140.86 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 written 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 $140.88 to $141.01 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 written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The sales reported were effected by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 1, dated 5/8/2014, Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 2, dated 5/8/2014 and Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 3, dated 5/8/2014, as applicable, pursuant to their Rule 10b5-1 trading plans. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $139.00 to $139.99 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 written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 1, dated 5/8/2014. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $140.00 to $140.98 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 written 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 $138.90 to $139.88 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 written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 2, dated 5/8/2014. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $139.90 to $140.84 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 written 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 $139.02 to $140.01 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 written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 3, dated 5/8/2014. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $140.03 to $140.90 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 written 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 $139.46 to $140.38 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 written 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 $139.46 to $140.34 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 written 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 $139.48 to $140.32 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 written 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 $139.45 to $140.34 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 written 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 $139.49 to $140.31 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 written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. 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. Shares held of record by Mark Zuckerberg, Trustee of the 2006 Trust. /s/ Michael Johnson as attorney-in-fact for Mark Zuckerberg 2017-04-13