0001127602-18-008251.txt : 20180223
0001127602-18-008251.hdr.sgml : 20180223
20180223213305
ACCESSION NUMBER: 0001127602-18-008251
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180221
FILED AS OF DATE: 20180223
DATE AS OF CHANGE: 20180223
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: 18638421
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
2018-02-21
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
2018-02-21
4
S
0
15205
176.9175
D
9762545
I
By Chan Zuckerberg Foundation
Class A Common Stock
2018-02-21
4
S
0
9174
178.1222
D
9753371
I
By Chan Zuckerberg Foundation
Class A Common Stock
2018-02-21
4
S
0
28682
178.932
D
9724689
I
By Chan Zuckerberg Foundation
Class A Common Stock
2018-02-21
4
S
0
27523
180.0341
D
9697166
I
By Chan Zuckerberg Foundation
Class A Common Stock
2018-02-21
4
S
0
11916
180.743
D
9685250
I
By Chan Zuckerberg Foundation
Class A Common Stock
2018-02-21
4
C
0
127500
0
A
127500
I
By CZI Holdings, LLC
Class A Common Stock
2018-02-21
4
S
0
20527
176.9389
D
106973
I
By CZI Holdings, LLC
Class A Common Stock
2018-02-21
4
S
0
14421
178.2019
D
92552
I
By CZI Holdings, LLC
Class A Common Stock
2018-02-21
4
S
0
40904
178.9892
D
51648
I
By CZI Holdings, LLC
Class A Common Stock
2018-02-21
4
S
0
37249
180.1081
D
14399
I
By CZI Holdings, LLC
Class A Common Stock
2018-02-21
4
S
0
14399
180.8002
D
0
I
By CZI Holdings, LLC
Class A Common Stock
2018-02-21
4
S
0
1600
176.8735
D
81700
I
By Chan Zuckerberg Advocacy
Class A Common Stock
2018-02-21
4
S
0
1700
178.4194
D
80000
I
By Chan Zuckerberg Advocacy
Class A Common Stock
2018-02-21
4
S
0
2200
179.2995
D
77800
I
By Chan Zuckerberg Advocacy
Class A Common Stock
2018-02-21
4
S
0
2700
180.3337
D
75100
I
By Chan Zuckerberg Advocacy
Class A Common Stock
2018-02-21
4
S
0
200
181.065
D
74900
I
By Chan Zuckerberg Advocacy
Class A Common Stock
2018-02-22
4
S
0
21650
178.1707
D
9663600
I
By Chan Zuckerberg Foundation
Class A Common Stock
2018-02-22
4
S
0
45073
178.9453
D
9618527
I
By Chan Zuckerberg Foundation
Class A Common Stock
2018-02-22
4
S
0
25777
179.7782
D
9592750
I
By Chan Zuckerberg Foundation
Class A Common Stock
2018-02-22
4
C
0
127500
0
A
127500
I
By CZI Holdings, LLC
Class A Common Stock
2018-02-22
4
S
0
29139
178.15
D
98361
I
By CZI Holdings, LLC
Class A Common Stock
2018-02-22
4
S
0
65795
178.9516
D
32566
I
By CZI Holdings, LLC
Class A Common Stock
2018-02-22
4
S
0
32566
179.7975
D
0
I
By CZI Holdings, LLC
Class A Common Stock
2018-02-22
4
S
0
2800
178.2914
D
72100
I
By Chan Zuckerberg Advocacy
Class A Common Stock
2018-02-22
4
S
0
3500
179.0542
D
68600
I
By Chan Zuckerberg Advocacy
Class A Common Stock
2018-02-22
4
S
0
2100
179.8377
D
66500
I
By Chan Zuckerberg Advocacy
Class A Common Stock
488368
I
By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014
Class A Common Stock
582765
I
By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014
Class B Common Stock
2018-02-21
4
C
0
127500
0
D
Class A Common Stock
127500
388266693
I
By CZI Holdings, LLC
Class B Common Stock
2018-02-22
4
C
0
127500
0
D
Class A Common Stock
127500
388139193
I
By CZI Holdings, LLC
Class B Common Stock
Class A Common Stock
1908602
1908602
I
By Chan Zuckerberg Foundation
Class B Common Stock
Class A Common Stock
5676058
5676058
I
By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006
The sales reported were effected by Mark Zuckerberg, Trustee and Settlor of the Chan Zuckerberg Foundation ("CZ Foundation") and CZI Holdings, LLC ("CZI"), as applicable, pursuant to their Rule 10b5-1 trading plans. These sales are part of the plan Mr. Zuckerberg announced in September 2017 to sell 35 million to 75 million Facebook shares over approximately 18 months from the date of that announcement in order to fund the philanthropic initiatives of Mr. Zuckerberg and his wife, Priscilla Chan, in education, science and advocacy.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $176.44 to $177.29 per share, inclusive. The holder 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 CZ Foundation. The reporting person is deemed to have voting and investment power over the shares held by CZ Foundation, but has no pecuniary interest in these shares.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $177.44 to $178.41 per share, inclusive. The holder 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 $178.44 to $179.43 per share, inclusive. The holder 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 $179.44 to $180.43 per share, inclusive. The holder 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 $180.45 to $181.17 per share, inclusive. The holder 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 $176.43 to $177.37 per share, inclusive. The holder 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 $177.52 to $178.51 per share, inclusive. The holder 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 $178.52 to $179.51 per share, inclusive. The holder 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 $179.53 to $180.51 per share, inclusive. The holder 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 $180.53 to $181.10 per share, inclusive. The holder 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 Chan Zuckerberg Advocacy pursuant to its Rule 10b5-1 trading plan. These sales are part of the plan Mr. Zuckerberg announced in September 2017 to sell 35 million to 75 million Facebook shares over approximately 18 months from the date of that announcement in order to fund the philanthropic initiatives of Mr. Zuckerberg and his wife, Priscilla Chan, in education, science and advocacy.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $176.63 to $177.30 per share, inclusive. The holder 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 Chan Zuckerberg Advocacy. The reporting person is deemed to have voting and investment power over the shares held by Chan Zuckerberg Advocacy, but has no pecuniary interest in these shares.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $177.85 to $178.76 per share, inclusive. The holder 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 $178.90 to $179.84 per share, inclusive. The holder 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 $179.96 to $180.84 per share, inclusive. The holder 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 $181.06 to $181.07 per share, inclusive. The holder 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 $177.51 to $178.50 per share, inclusive. The holder 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 $178.51 to $179.50 per share, inclusive. The holder 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 $179.51 to $180.13 per share, inclusive. The holder 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 $177.52 to $178.51 per share, inclusive. The holder 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 $178.52 to $179.51 per share, inclusive. The holder 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 $179.52 to $180.12 per share, inclusive. The holder 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 $177.69 to $178.67 per share, inclusive. The holder 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 $178.69 to $179.68 per share, inclusive. The holder 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 $179.69 to $180.10 per share, inclusive. The holder 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.
Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 3, dated 5/8/2014.
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
2018-02-23