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 CA 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)
04/11/2017
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)
Code V Amount (A) or (D) Price
Class A Common Stock 04/11/2017 C 71,531 A $0 71,531 I By Chan Zuckerberg Foundation(1)
Class A Common Stock 04/11/2017 S(2) 41,474 D $139.5439(3) 30,057 I By Chan Zuckerberg Foundation(1)
Class A Common Stock 04/11/2017 S(2) 26,857 D $140.0608(4) 3,200 I By Chan Zuckerberg Foundation(1)
Class A Common Stock 04/11/2017 S(2) 3,200 D $140.9127(5) 0 I By Chan Zuckerberg Foundation(1)
Class A Common Stock 04/11/2017 C 44,706 A $0 44,706 I By CZI Holdings, LLC(6)
Class A Common Stock 04/11/2017 S(2) 27,600 D $139.5658(7) 17,106 I By CZI Holdings, LLC(6)
Class A Common Stock 04/11/2017 S(2) 15,706 D $140.1147(8) 1,400 I By CZI Holdings, LLC(6)
Class A Common Stock 04/11/2017 S(2) 1,400 D $140.9357(9) 0 I By CZI Holdings, LLC(6)
Class A Common Stock 04/11/2017 S(10) 27,464 D $139.6338(11) 512,617 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 1 Dated 5/8/2014(12)
Class A Common Stock 04/11/2017 S(10) 8,201 D $140.3317(13) 504,416 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 1 Dated 5/8/2014(12)
Class A Common Stock 04/11/2017 S(10) 100 D $141 504,316 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 1 Dated 5/8/2014(12)
Class A Common Stock 04/11/2017 S(10) 11,483 D $139.5732(14) 984,038 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014(15)
Class A Common Stock 04/11/2017 S(10) 6,200 D $140.176(16) 977,838 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014(15)
Class A Common Stock 04/11/2017 S(10) 200 D $140.9 977,638 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014(15)
Class A Common Stock 04/11/2017 S(10) 13,962 D $139.6522(17) 1,077,990 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014(18)
Class A Common Stock 04/11/2017 S(10) 3,920 D $140.3458(19) 1,074,070 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014(18)
Class A Common Stock 04/12/2017 C 71,500 A $0 71,500 I By Chan Zuckerberg Foundation(1)
Class A Common Stock 04/12/2017 S(2) 71,500 D $139.8584(20) 0 I By Chan Zuckerberg Foundation(1)
Class A Common Stock 04/12/2017 C 44,688 A $0 44,688 I By CZI Holdings, LLC(6)
Class A Common Stock 04/12/2017 S(2) 44,688 D $139.857(21) 0 I By CZI Holdings, LLC(6)
Class A Common Stock 04/12/2017 S(10) 35,750 D $139.86(22) 468,566 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 1 Dated 5/8/2014(12)
Class A Common Stock 04/12/2017 S(10) 17,874 D $139.8624(23) 959,764 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014(15)
Class A Common Stock 04/12/2017 S(10) 17,875 D $139.8541(24) 1,056,195 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014(18)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock(25) (25) 04/11/2017 C 71,531 (25) (25) Class A Common Stock 71,531 $0 3,801,840 I By Chan Zuckerberg Foundation(1)
Class B Common Stock(25) (25) 04/11/2017 C 44,706 (25) (25) Class A Common Stock 44,706 $0 401,633,288 I By CZI Holdings, LLC(6)
Class B Common Stock(25) (25) 04/12/2017 C 71,500 (25) (25) Class A Common Stock 71,500 $0 3,730,340 I By Chan Zuckerberg Foundation(1)
Class B Common Stock(25) (25) 04/12/2017 C 44,688 (25) (25) Class A Common Stock 44,688 $0 401,588,600 I By CZI Holdings, LLC(6)
Class B Common Stock(25) (25) (25) (25) Class A Common Stock 5,207,492 5,207,492 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006(26)
Explanation of Responses:
1. Shares held of record by Mark Zuckerberg, Trustee and Settlor of the Chan Zuckerberg Foundation ("CZ Foundation").
2. 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.
3. 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.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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.
10. 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.
11. 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.
12. Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 1, dated 5/8/2014.
13. 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.
14. 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.
15. Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 2, dated 5/8/2014.
16. 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.
17. 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.
18. Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 3, dated 5/8/2014.
19. 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.
20. 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.
21. 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.
22. 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.
23. 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.
24. 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.
25. 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.
26. Shares held of record by Mark Zuckerberg, Trustee of the 2006 Trust.
/s/ Michael Johnson as attorney-in-fact for Mark Zuckerberg 04/13/2017
** 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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