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