0001127602-18-016532.txt : 20180507
0001127602-18-016532.hdr.sgml : 20180507
20180507184117
ACCESSION NUMBER: 0001127602-18-016532
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180503
FILED AS OF DATE: 20180507
DATE AS OF CHANGE: 20180507
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: 18812526
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
2018-05-03
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
2018-05-03
4
S
0
5200
172.7871
D
6789425
I
By Chan Zuckerberg Foundation
Class A Common Stock
2018-05-03
4
S
0
8477
173.6435
D
6780948
I
By Chan Zuckerberg Foundation
Class A Common Stock
2018-05-03
4
S
0
52876
174.8842
D
6728072
I
By Chan Zuckerberg Foundation
Class A Common Stock
2018-05-03
4
S
0
10727
175.3659
D
6717345
I
By Chan Zuckerberg Foundation
Class A Common Stock
2018-05-03
4
C
0
122250
0
A
122250
I
By CZI Holdings, LLC
Class A Common Stock
2018-05-03
4
S
0
19900
172.8773
D
102350
I
By CZI Holdings, LLC
Class A Common Stock
2018-05-03
4
S
0
26920
173.8226
D
75430
I
By CZI Holdings, LLC
Class A Common Stock
2018-05-03
4
S
0
66453
174.7839
D
8977
I
By CZI Holdings, LLC
Class A Common Stock
2018-05-03
4
S
0
8977
175.5053
D
0
I
By CZI Holdings, LLC
Class A Common Stock
2018-05-04
4
S
0
1895
173.3625
D
6715450
I
By Chan Zuckerberg Foundation
Class A Common Stock
2018-05-04
4
S
0
5500
174.6551
D
6709950
I
By Chan Zuckerberg Foundation
Class A Common Stock
2018-05-04
4
S
0
32883
175.7857
D
6677067
I
By Chan Zuckerberg Foundation
Class A Common Stock
2018-05-04
4
S
0
52222
176.4041
D
6624845
I
By Chan Zuckerberg Foundation
Class A Common Stock
2018-05-04
4
C
0
127500
0
A
127500
I
By CZI Holdings, LLC
Class A Common Stock
2018-05-04
4
S
0
5600
173.4306
D
121900
I
By CZI Holdings, LLC
Class A Common Stock
2018-05-04
4
S
0
12172
174.5609
D
109728
I
By CZI Holdings, LLC
Class A Common Stock
2018-05-04
4
S
0
50635
175.8478
D
59093
I
By CZI Holdings, LLC
Class A Common Stock
2018-05-04
4
S
0
59093
176.4414
D
0
I
By CZI Holdings, LLC
Class A Common Stock
2018-05-04
4
S
0
400
173.1313
D
413666
I
By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014
Class A Common Stock
2018-05-04
4
S
0
900
174.5244
D
412766
I
By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014
Class A Common Stock
2018-05-04
4
S
0
3090
175.8479
D
409676
I
By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014
Class A Common Stock
2018-05-04
4
S
0
3610
176.4415
D
406066
I
By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014
Class A Common Stock
2018-05-04
4
S
0
600
173.4158
D
499031
I
By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014
Class A Common Stock
2018-05-04
4
S
0
1100
174.7364
D
497931
I
By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014
Class A Common Stock
2018-05-04
4
S
0
3667
175.9059
D
494264
I
By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014
Class A Common Stock
2018-05-04
4
S
0
3633
176.4726
D
490631
I
By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014
Class B Common Stock
2018-05-03
4
C
0
122250
0
D
Class A Common Stock
122250
382455967
I
By CZI Holdings, LLC
Class B Common Stock
2018-05-04
4
C
0
127500
0
D
Class A Common Stock
127500
382328467
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 $172.16 to $173.11 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.
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 $173.16 to $174.12 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 $174.17 to $175.16 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $175.17 to $176.09 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 $172.28 to $173.27 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 $173.28 to $174.27 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 $174.28 to $175.27 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 $175.28 to $176.09 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 $173.08 to $173.98 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 $174.09 to $175.02 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 $175.10 to $176.09 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 $176.10 to $176.86 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 $173.08 to $174.06 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 $174.19 to $175.18 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 $175.19 to $176.18 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 $176.19 to $176.92 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 $173.08 to $173.19 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 $174.12 to $175.11 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $175.21 to $176.16 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $176.21 to $176.81 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 $173.08 to $174.05 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 $174.26 to $175.24 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 $175.26 to $176.24 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 $176.26 to $176.87 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
2018-05-07