0001127602-19-006974.txt : 20190219 0001127602-19-006974.hdr.sgml : 20190219 20190219190839 ACCESSION NUMBER: 0001127602-19-006974 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190214 FILED AS OF DATE: 20190219 DATE AS OF CHANGE: 20190219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sandberg Sheryl CENTRAL INDEX KEY: 0001366010 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35551 FILM NUMBER: 19616677 MAIL ADDRESS: STREET 1: 1 FACEBOOK WAY 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 2019-02-14 0001326801 Facebook Inc FB 0001366010 Sandberg Sheryl C/O FACEBOOK, INC. 1601 WILLOW ROAD MENLO PARK CA 94025 1 1 Chief Operating Officer Class A Common Stock 2019-02-14 4 C 0 55000 0 A 1290157 I By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 Class A Common Stock 2019-02-14 4 S 0 24784 163.1243 D 1265373 I By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 Class A Common Stock 2019-02-14 4 S 0 24506 164.0179 D 1240867 I By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 Class A Common Stock 2019-02-14 4 S 0 5710 164.6024 D 1235157 I By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 Class A Common Stock 2019-02-15 4 M 0 34364 0 A 1269521 I By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 Class A Common Stock 2019-02-15 4 F 0 17038 163.95 D 1252483 I By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 Class A Common Stock 2019-02-15 4 M 0 13029 0 A 1265512 I By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 Class A Common Stock 2019-02-15 4 F 0 6460 163.95 D 1259052 I By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 Class A Common Stock 2019-02-15 4 M 0 16508 0 A 1275560 I By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 Class A Common Stock 2019-02-15 4 F 0 8185 163.95 D 1267375 I By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 Class A Common Stock 2019-02-15 4 M 0 9426 0 A 1276801 I By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 Class A Common Stock 2019-02-15 4 F 0 4674 163.95 D 1272127 I By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 Stock Option (Right to Buy Class B Common Stock) 10.388 2019-02-14 4 M 0 55000 0 D 2020-07-22 Class B Common Stock 55000 48334 I By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 Class B Common Stock 2019-02-14 4 M 0 55000 0 A Class A Common Stock 55000 55000 I By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 Class B Common Stock 2019-02-14 4 C 0 55000 0 D Class A Common Stock 55000 0 I By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 Restricted Stock Units (RSU) (Class A) 2019-02-15 4 M 0 34364 0 D 2023-05-05 Class A Common Stock 34364 378007 D Restricted Stock Units (RSU) (Class A) 2019-02-15 4 M 0 13029 0 D 2024-03-16 Class A Common Stock 13029 52118 D Restricted Stock Units (RSU) (Class A) 2019-02-15 4 M 0 16508 0 D 2025-03-15 Class A Common Stock 16508 115559 D Restricted Stock Units (RSU) (Class A) 2019-02-15 4 M 0 9426 0 D 2027-03-14 Class A Common Stock 9426 141393 D 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 option listed in Table II. Shares held of record by Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004. 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 $162.46 to $163.445 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 $163.46 to $164.45 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 $164.46 to $164.81 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. Represents the number of shares of Class A Common Stock that have been withheld by the issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the RSUs and does not represent a sale by the reporting person. The option vests as to 1/48th of the total shares monthly, beginning on May 1, 2013, subject to continued service through each vesting date. 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. Options held of record by Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004. The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis. Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement. The RSUs vest as to 1/16th of the total shares quarterly, beginning on November 15, 2017, subject to continued service through each vesting date. The RSUs vest as to 1/16th of the total shares quarterly, beginning on May 15, 2016, subject to continued service through each vesting date. The RSUs vest as to 1/12th of the total shares quarterly, beginning on February 15, 2018, subject to continued service through each vesting date. The RSUs shall vest quarterly as to 1/16th of the total shares, commencing the first quarter following November 15, 2018, subject to continued service through each vesting date. /s/ Michael Johnson as attorney-in-fact for Sheryl K. Sandberg 2019-02-19