0001127602-19-014959.txt : 20190405 0001127602-19-014959.hdr.sgml : 20190405 20190405210103 ACCESSION NUMBER: 0001127602-19-014959 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190404 FILED AS OF DATE: 20190405 DATE AS OF CHANGE: 20190405 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: 19736257 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 2019-04-04 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 2019-04-04 4 S 0 42433 176.0552 D 11297614 I By Chan Zuckerberg Foundation Class A Common Stock 2019-04-04 4 S 0 43036 177.1027 D 11254578 I By Chan Zuckerberg Foundation Class A Common Stock 2019-04-04 4 S 0 9531 177.7271 D 11245047 I By Chan Zuckerberg Foundation Class A Common Stock 2019-04-04 4 C 0 13000 0 A 13000 I By CZI Holdings, LLC Class A Common Stock 2019-04-04 4 S 0 5663 176.0396 D 7337 I By CZI Holdings, LLC Class A Common Stock 2019-04-04 4 S 0 6114 177.0858 D 1223 I By CZI Holdings, LLC Class A Common Stock 2019-04-04 4 S 0 1223 177.8145 D 0 I By CZI Holdings, LLC Class A Common Stock 2019-04-04 4 S 0 4934 176.1138 D 242132 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014 Class A Common Stock 2019-04-04 4 S 0 5465 177.2271 D 236667 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014 Class A Common Stock 2019-04-04 4 S 0 351 177.82 D 236316 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014 Class A Common Stock 2019-04-04 4 S 0 6199 176.0698 D 304632 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 Class A Common Stock 2019-04-04 4 S 0 6594 177.1738 D 298038 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 Class A Common Stock 2019-04-04 4 S 0 707 177.7442 D 297331 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 Class A Common Stock 2019-04-04 4 S 0 6837 176.0599 D 189532 I By Chan Zuckerberg Advocacy Class A Common Stock 2019-04-04 4 S 0 7289 177.1679 D 182243 I By Chan Zuckerberg Advocacy Class A Common Stock 2019-04-04 4 S 0 674 177.8254 D 181569 I By Chan Zuckerberg Advocacy Class A Common Stock 2019-04-05 4 S 0 83562 175.5664 D 11161485 I By Chan Zuckerberg Foundation Class A Common Stock 2019-04-05 4 S 0 11438 176.5957 D 11150047 I By Chan Zuckerberg Foundation Class A Common Stock 2019-04-05 4 C 0 13000 0 A 13000 I By CZI Holdings, LLC Class A Common Stock 2019-04-05 4 S 0 11799 175.5919 D 1201 I By CZI Holdings, LLC Class A Common Stock 2019-04-05 4 S 0 1201 176.6768 D 0 I By CZI Holdings, LLC Class B Common Stock 2019-04-04 4 C 0 13000 0 D Class A Common Stock 13000 358117646 I By CZI Holdings, LLC Class B Common Stock 2019-04-05 4 C 0 13000 0 D Class A Common Stock 13000 358104646 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 $175.57 to $176.56 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 and Settlor of the Chan Zuckerberg Foundation ("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 $176.585 to $177.58 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 $177.59 to $177.93 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 Holdings, LLC ("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 $175.59 to $176.575 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 $176.65 to $177.45 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 $177.73 to $177.87 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 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 $175.745 to $176.74 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 $176.82 to $177.785 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 $175.645 to $176.465 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 $176.69 to $177.685 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 $177.73 to $177.76 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 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 $175.645 to $176.57 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 $176.70 to $177.665 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 $177.77 to $177.88 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 $175.16 to $176.145 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 $176.18 to $176.99 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 $175.295 to $176.285 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 $176.405 to $176.98 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 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 2019-04-05