0001127602-17-025433.txt : 20170810
0001127602-17-025433.hdr.sgml : 20170810
20170810213616
ACCESSION NUMBER: 0001127602-17-025433
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170808
FILED AS OF DATE: 20170810
DATE AS OF CHANGE: 20170810
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: 171022805
MAIL ADDRESS:
STREET 1: C/O FACEBOOK INC.
STREET 2: 1601 WILLOW ROAD
CITY: MENLO PARK
STATE: CA
ZIP: 94025
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
4
1
form4.xml
PRIMARY DOCUMENT
X0306
4
2017-08-08
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
2017-08-08
4
C
0
35181
0
A
882427
D
Class A Common Stock
2017-08-08
4
C
0
31075
0
A
913502
D
Class A Common Stock
2017-08-08
4
S
0
13763
171.3074
D
899739
D
Class A Common Stock
2017-08-08
4
S
0
15800
172.1155
D
883939
D
Class A Common Stock
2017-08-08
4
S
0
8400
172.8258
D
875539
D
Stock Option (Right to Buy Class B Common Stock)
1.854
2017-08-08
4
M
0
35181
0
D
2019-01-11
Class B Common Stock
35181
0
D
Class B Common Stock
2017-08-08
4
M
0
35181
0
A
Class A Common Stock
35181
35181
D
Class B Common Stock
2017-08-08
4
C
0
35181
0
D
Class A Common Stock
35181
0
D
Stock Option (Right to Buy Class B Common Stock)
2.954
2017-08-08
4
M
0
31075
0
D
2019-08-18
Class B Common Stock
31075
1060073
D
Class B Common Stock
2017-08-08
4
M
0
31075
0
A
Class A Common Stock
31075
31075
D
Class B Common Stock
2017-08-08
4
C
0
31075
0
D
Class A Common Stock
31075
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 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 $170.68 to $171.67 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 $171.68 to $172.67 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 $172.68 to $173.03 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 option vested as to 1/5th of the total shares on October 29, 2009, after which 1/60th of the total shares vest monthly, subject to continued service through each vesting date. In connection with certain estate planning transfers, the reporting person transferred vested shares underlying the option to Michael Schroepfer and Erin Hoffman, 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.
The option vested as to 1/5th of the total shares on July 15, 2010, after which 1/60th of the total shares vest monthly, subject to continued service through each vesting date. In connection with certain estate planning transfers, the reporting person transferred vested shares underlying the option to Michael Schroepfer and Erin Hoffman, Co-Trustees of The HS Trust u/a/d 9/28/11.
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
2017-08-10