0001127602-17-018152.txt : 20170515
0001127602-17-018152.hdr.sgml : 20170515
20170515192923
ACCESSION NUMBER: 0001127602-17-018152
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170511
FILED AS OF DATE: 20170515
DATE AS OF CHANGE: 20170515
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: Sandberg Sheryl
CENTRAL INDEX KEY: 0001366010
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35551
FILM NUMBER: 17846656
MAIL ADDRESS:
STREET 1: 1 FACEBOOK WAY
CITY: MENLO PARK
STATE: CA
ZIP: 94025
4
1
form4.xml
PRIMARY DOCUMENT
X0306
4
2017-05-11
0001326801
Facebook Inc
FB
0001366010
Sandberg Sheryl
C/O FACEBOOK, INC.
1601 WILLOW ROAD
MENLO PARK
CA
94025
1
1
Chief Operating Officer
Class A Common Stock
2017-05-11
4
C
0
78606
10.388
A
2255778
I
By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004
Class A Common Stock
2017-05-11
4
S
0
76776
149.919
D
2179002
I
By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004
Class A Common Stock
2017-05-11
4
S
0
1830
150.5266
D
2177172
I
By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004
Class A Common Stock
2017-05-11
4
S
0
82694
149.9187
D
2094478
I
By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004
Class A Common Stock
2017-05-11
4
S
0
2200
150.5125
D
2092278
I
By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004
Class A Common Stock
2017-05-15
4
M
0
13029
0
A
2105307
I
By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004
Class A Common Stock
2017-05-15
4
F
0
6799
150.33
D
2098508
I
By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004
Class A Common Stock
2017-05-15
4
C
0
43193
0
A
2141701
I
By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004
Class A Common Stock
2017-05-15
4
F
0
22539
150.33
D
2119162
I
By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004
Class A Common Stock
23824
I
By Sheryl K. Sandberg, Trustee of the Sandberg-Goldberg Family Trust Dated September 3, 2004
Stock Option (Right to Buy Class B Common Stock)
10.388
2017-05-11
4
M
0
78606
0
D
2020-07-22
Class B Common Stock
78606
1220426
I
By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004
Class B Common Stock
2017-05-11
4
M
0
78606
0
A
Class A Common Stock
78606
78606
I
By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004
Class B Common Stock
2017-05-11
4
C
0
78606
0
D
Class A Common Stock
78606
0
I
By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004
Restricted Stock Units (RSU) (Class A)
2017-05-15
4
M
0
13029
0
D
2024-03-16
Class A Common Stock
13029
143324
D
Restricted Stock Unit (RSU) (Class B)
2017-05-15
4
M
0
43193
0
D
2022-05-02
Class B Common Stock
43193
86386
D
Class B Common Stock
2017-05-15
4
M
0
43193
0
A
Class A Common Stock
43193
43193
D
Class B Common Stock
2017-05-15
4
C
0
43193
0
D
Class A Common Stock
43193
0
D
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 option listed in Table II.
Shares held of record by Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004.
The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the holder.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $149.48 to $150.47 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 $150.48 to $150.59 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 $149.45 to $150.44 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 $150.45 to $150.64 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.
Represents the number of shares of Class A Common Stock that have been withheld by the issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the RSUs and does not represent a sale 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.
Shares held of record by Sheryl K. Sandberg, Trustee of the Sandberg-Goldberg Family Trust Dated September 3, 2004.
The option vests as to 1/48th of the total shares monthly, beginning on May 1, 2013, subject to continued service through each vesting date.
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.
Options held of record by Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004.
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 A Common Stock upon settlement.
The RSUs vest as to 1/16th of the total shares quarterly, beginning on May 15, 2016, subject to continued service through each vesting date.
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 February 15, 2014, subject to continued service through each vesting date.
/s/ Michael Johnson as attorney-in-fact for Sheryl K. Sandberg
2017-05-15