0001127602-18-011629.txt : 20180314
0001127602-18-011629.hdr.sgml : 20180314
20180314211804
ACCESSION NUMBER: 0001127602-18-011629
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180314
FILED AS OF DATE: 20180314
DATE AS OF CHANGE: 20180314
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: 18690879
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
2018-03-14
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
2018-03-14
4
S
0
38196
182.5204
D
8352054
I
By Chan Zuckerberg Foundation
Class A Common Stock
2018-03-14
4
S
0
39668
183.4088
D
8312386
I
By Chan Zuckerberg Foundation
Class A Common Stock
2018-03-14
4
S
0
14636
183.9882
D
8297750
I
By Chan Zuckerberg Foundation
Class A Common Stock
2018-03-14
4
C
0
127500
0
A
127500
I
By CZI Holdings, LLC
Class A Common Stock
2018-03-14
4
S
0
54565
182.5391
D
72935
I
By CZI Holdings, LLC
Class A Common Stock
2018-03-14
4
S
0
55967
183.4711
D
16968
I
By CZI Holdings, LLC
Class A Common Stock
2018-03-14
4
S
0
16968
184.0118
D
0
I
By CZI Holdings, LLC
Class A Common Stock
2018-03-14
4
S
0
3700
182.5476
D
468668
I
By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014
Class A Common Stock
2018-03-14
4
S
0
4000
183.594
D
464668
I
By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014
Class A Common Stock
2018-03-14
4
S
0
300
184.0467
D
464368
I
By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014
Class A Common Stock
2018-03-14
4
S
0
3958
182.5469
D
560807
I
By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014
Class A Common Stock
2018-03-14
4
S
0
4100
183.5156
D
556707
I
By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014
Class A Common Stock
2018-03-14
4
S
0
942
184.0334
D
555765
I
By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014
Class A Common Stock
2018-03-14
4
S
0
4390
182.624
D
28510
I
By Chan Zuckerberg Advocacy
Class A Common Stock
2018-03-14
4
S
0
4010
183.721
D
24500
I
By Chan Zuckerberg Advocacy
Class B Common Stock
2018-03-14
4
C
0
127500
0
D
Class A Common Stock
127500
386354193
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 $181.87 to $182.86 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 $182.87 to $183.86 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 $183.87 to $184.16 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 $181.91 to $182.90 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 $182.91 to $183.90 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 $183.91 to $184.16 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 Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 2, dated 5/8/2014 and Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 3, dated 5/8/2014, as applicable, pursuant to their Rule 10b5-1 trading plans.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $182.00 to $182.97 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.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $183.00 to $183.99 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 $184.01 to $184.07 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 $181.94 to $182.91 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. 3, dated 5/8/2014.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $182.97 to $183.95 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 $184.00 to $184.11 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 $182.18 to $183.15 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 $183.20 to $184.15 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 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
2018-03-14