X0306
4
2016-08-15
0001326801
Facebook Inc
FB
0001534965
Wehner David M.
C/O FACEBOOK, INC.
1601 WILLOW ROAD
MENLO PARK
CA
94025
1
Chief Financial Officer
Class A Common Stock
2016-08-15
4
M
0
18750
0
A
77139
D
Class A Common Stock
2016-08-15
4
M
0
5370
0
A
82509
D
Class A Common Stock
2016-08-15
4
M
0
10023
0
A
92532
D
Class A Common Stock
2016-08-15
4
M
0
9905
0
A
102437
D
Class A Common Stock
2016-08-15
4
S
0
22587
124.0618
D
79850
D
Class A Common Stock
2016-08-15
4
S
0
400
124.7825
D
79450
D
Restricted Stock Units (RSU) (Class A)
2016-08-15
4
M
0
18750
0
D
2023-01-14
Class A Common Stock
18750
18750
D
Restricted Stock Units (RSU) (Class A)
2016-08-15
4
M
0
5370
0
D
2023-05-05
Class A Common Stock
5370
26850
D
Restricted Stock Units (RSU) (Class A)
2016-08-15
4
M
0
10023
0
D
2024-03-16
Class A Common Stock
10023
140315
D
Restricted Stock Units (RSU) (Class A)
2016-08-15
4
M
0
9905
0
D
2025-03-15
Class A Common Stock
9905
138670
D
Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $123.71 to $124.70 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon 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 $124.72 to $124.82 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.
The RSUs vested as to 1/4th of the total shares on November 15, 2013 and then an additional 1/16th of the total shares vest quarterly thereafter, subject to continued service through each vesting date.
The RSUs vest as to 1/16th of the total shares on February 15, 2014 and then an additional 1/16th of the total shares vest quarterly thereafer, subject to continued service through each vesting date.
The RSUs vest as to 1/16th of the total shares on May 15, 2016 and then an additional 1/16th of the total shares vest quarterly thereafer, subject to continued service through each vesting date.
The RSUs vest as to 1/5th of the total shares on February 15, 2016, after which 1/20th of the total shares vest quarterly, subject to continued service through each vesting date.
/s/ Michael Johnson as attorney-in-fact for David M. Wehner
2016-08-17