0001127602-18-008252.txt : 20180223 0001127602-18-008252.hdr.sgml : 20180223 20180223213417 ACCESSION NUMBER: 0001127602-18-008252 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180223 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: 18638422 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 2018-02-23 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 2018-02-23 4 S 0 8800 180.2089 D 9583950 I By Chan Zuckerberg Foundation Class A Common Stock 2018-02-23 4 S 0 28821 181.2932 D 9555129 I By Chan Zuckerberg Foundation Class A Common Stock 2018-02-23 4 S 0 34964 182.1698 D 9520165 I By Chan Zuckerberg Foundation Class A Common Stock 2018-02-23 4 S 0 19915 182.934 D 9500250 I By Chan Zuckerberg Foundation Class A Common Stock 2018-02-23 4 C 0 127500 0 A 127500 I By CZI Holdings, LLC Class A Common Stock 2018-02-23 4 S 0 10900 180.2267 D 116600 I By CZI Holdings, LLC Class A Common Stock 2018-02-23 4 S 0 35833 181.2519 D 80767 I By CZI Holdings, LLC Class A Common Stock 2018-02-23 4 S 0 49921 182.092 D 30846 I By CZI Holdings, LLC Class A Common Stock 2018-02-23 4 S 0 30846 182.9089 D 0 I By CZI Holdings, LLC 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 A Common Stock 66500 I By Chan Zuckerberg Advocacy Class B Common Stock 2018-02-23 4 C 0 127500 0 D Class A Common Stock 127500 388011693 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 $179.68 to $180.67 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. 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 $180.72 to $181.71 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 $181.72 to $182.71 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 $182.72 to $183.33 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 $179.65 to $180.63 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 $180.65 to $181.64 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 $181.66 to $182.64 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 $182.66 to $183.34 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. 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 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