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Filing Details

Accession Number:: 0001127602-16-058290
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-07-19 18:40:51
Reporting Period:: 2016-07-15

Filing Date:: 2016-07-19
Accepted Time:: 2016-07-19 18:40:51
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1326801	Facebook Inc	FB	Services-Computer Programming, Data Processing, Etc. (7370)	201665019

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1607459	K Christopher Cox	C/O Facebook, Inc. 1601 Willow Road Menlo Park CA 94025	Chief Product Officer	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Class A Common Stock	Acquisiton	2016-07-15	11,371	$0.00	377,357	No	4	C	Direct
Class A Common Stock	Acquisiton	2016-07-15	59,952	$0.00	437,309	No	4	C	Direct
Class A Common Stock	Disposition	2016-07-15	28,904	$116.97	408,405	No	4	S	Direct
Class A Common Stock	Disposition	2016-07-15	8,313	$117.90	400,092	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	C	Direct
No	4	C	Direct
No	4	S	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class B Common Stock	Restricted Stock Unit (RSU) (Class B)	Disposition	2016-07-15	11,371	$0.00	11,371	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2016-07-15	11,371	$0.00	11,371	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2016-07-15	11,371	$0.00	11,371	$0.00
Class B Common Stock	Restricted Stock Unit (RSU) (Class B)	Disposition	2016-07-15	59,952	$0.00	59,952	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2016-07-15	59,952	$0.00	59,952	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2016-07-15	59,952	$0.00	59,952	$0.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
147,815	2019-08-25	No	4	M	Direct
11,371		No	4	M	Direct
0		No	4	C	Direct
419,665	2021-03-24	No	4	M	Direct
59,952		No	4	M	Direct
0		No	4	C	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	76,945	Indirect	By Christopher K. Cox Revocable Trust
Class A Common Stock	28,816	Indirect	By Remainder Interest Trust Created Under The Christopher K. Cox 2009 Annuity Trust Dated 5/29/2009

Footnotes

Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock in connection with the settlement of the restricted stock units (the "RSUs") in Table II.
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 $116.59 to $117.58 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 $117.59 to $118.27 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 Christopher Cox, Trustee of the Christopher K. Cox Revocable Trust.
Shares held of record by Remainder Interest Trust Created under the Christopher K. Cox 2009 Annuity Trust dated 5/29/2009, Visra Vichit-Vadakan, Trustee, the beneficiaries of which include the reporting person's children. The reporting person's spouse is trustee of the trust. The reporting person disclaims beneficial ownership of these shares, and the filing of this report is not an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.
The RSUs vest as to 1/48 of the total number of shares monthly, beginning on September 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.
The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.
The RSUs vest as to 1/16th of the total shares quarterly, beginning on July 15, 2014, subject to continued service through each vesting date.