X0306
4
2016-08-30
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
2016-08-30
4
C
0
258560
0
A
258560
I
By Chan Zuckerberg Foundation
Class A Common Stock
2016-08-30
4
S
0
218017
125.5781
D
40543
I
By Chan Zuckerberg Foundation
Class A Common Stock
2016-08-30
4
S
0
40543
126.3283
D
0
I
By Chan Zuckerberg Foundation
Class A Common Stock
2016-08-30
4
S
0
100283
125.5761
D
103166
I
By CZI Holdings, LLC
Class A Common Stock
2016-08-30
4
S
0
19052
126.3246
D
84114
I
By CZI Holdings, LLC
Class A Common Stock
2016-08-31
4
C
0
258183
0
A
258183
I
By Chan Zuckerberg Foundation
Class A Common Stock
2016-08-31
4
S
0
226190
125.8393
D
31993
I
By Chan Zuckerberg Foundation
Class A Common Stock
2016-08-31
4
S
0
31993
126.1641
D
0
I
By Chan Zuckerberg Foundation
Class A Common Stock
2016-08-31
4
C
0
35288
0
A
119402
I
By CZI Holdings, LLC
Class A Common Stock
2016-08-31
4
S
0
104480
125.8394
D
14922
I
By CZI Holdings, LLC
Class A Common Stock
2016-08-31
4
S
0
14681
126.1647
D
241
I
By CZI Holdings, LLC
Class A Common Stock
827870
I
By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 Grat No. 1 Dated 5/8/2014
Class A Common Stock
1139412
I
By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 Grat No. 2 Dated 5/8/2014
Class A Common Stock
1235844
I
By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 Grat No. 3 Dated 5/8/2014
Class A Common Stock
350169
I
By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006
Class B Common Stock
2016-08-30
4
C
0
258560
0
D
Class A Common Stock
258560
5716035
I
By Chan Zuckerberg Foundation
Class B Common Stock
2016-08-31
4
C
0
258183
0
D
Class A Common Stock
258183
5457852
I
By Chan Zuckerberg Foundation
Class B Common Stock
2016-08-31
4
C
0
35288
0
D
Class A Common Stock
35288
407588457
I
By CZI Holdings, LLC
Class B Common Stock
Class A Common Stock
4857323
4857323
I
By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006
Shares held of record by Mark Zuckerberg, Trustee and Settlor of the Chan Zuckerberg Foundation (fka the Openness Trust dated April 2, 2012) ("CZ Foundation").
The sales reported were effected by CZ Foundation and CZI Holdings, LLC (fka Chan Zuckerberg Initiative, LLC ) ("CZI"), as applicable, pursuant to their Rule 10b5-1
trading plans. These sales are part of Mr. Zuckerberg's previously-announced plan to gift or otherwise direct substantially all of his shares of Facebook stock, or the net after-tax proceeds from sales of such shares, to further the mission of advancing human potential and promoting equality by means of philanthropic, public advocacy, and other activities for the public good, with such plan to sell or gift no more than $1 billion of Facebook stock each year through 2018.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $125.16 to $126.155 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 $126.16 to $126.54 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 $125.16 to $126.15 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.
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 $126.16 to $126.55 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 $125.14 to $126.135 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 $126.14 to $126.21 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 $125.14 to $126.13 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.
Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 1, dated 5/8/2014.
Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 2, dated 5/8/2014.
Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 3, dated 5/8/2014.
Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg Trust dated July 7, 2006 ("2006 Trust").
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.
/s/ Michael Johnson as attorney-in-fact for Mark Zuckerberg
2016-09-01