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Filing Details

Accession Number:: 0001127602-16-063198
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-09-26 18:09:58
Reporting Period:: 2016-09-22

Filing Date:: 2016-09-26
Accepted Time:: 2016-09-26 18:09:58
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
1548760	Mark Zuckerberg	C/O Facebook, Inc. 1601 Willow Road Menlo Park CA 94025	Cob And Ceo	Yes	Yes	Yes	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	Explanation
Class A Common Stock	Acquisiton	2016-09-22	249,662	$0.00	249,662	No	4	C	Indirect	By Chan Zuckerberg Foundation
Class A Common Stock	Disposition	2016-09-22	249,662	$130.18	0	No	4	S	Indirect	By Chan Zuckerberg Foundation
Class A Common Stock	Acquisiton	2016-09-22	115,229	$0.00	115,229	No	4	C	Indirect	By CZI Holdings, LLC
Class A Common Stock	Disposition	2016-09-22	115,229	$130.18	0	No	4	S	Indirect	By CZI Holdings, LLC
Class A Common Stock	Acquisiton	2016-09-23	253,901	$0.00	253,901	No	4	C	Indirect	By Chan Zuckerberg Foundation
Class A Common Stock	Disposition	2016-09-23	215,310	$127.93	38,591	No	4	S	Indirect	By Chan Zuckerberg Foundation
Class A Common Stock	Disposition	2016-09-23	38,591	$128.41	0	No	4	S	Indirect	By Chan Zuckerberg Foundation
Class A Common Stock	Acquisiton	2016-09-23	117,185	$0.00	117,185	No	4	C	Indirect	By CZI Holdings, LLC
Class A Common Stock	Disposition	2016-09-23	100,522	$127.93	16,663	No	4	S	Indirect	By CZI Holdings, LLC
Class A Common Stock	Disposition	2016-09-23	16,663	$128.42	0	No	4	S	Indirect	By CZI Holdings, LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	By Chan Zuckerberg Foundation
No	4	S	Indirect	By Chan Zuckerberg Foundation
No	4	C	Indirect	By CZI Holdings, LLC
No	4	S	Indirect	By CZI Holdings, LLC
No	4	C	Indirect	By Chan Zuckerberg Foundation
No	4	S	Indirect	By Chan Zuckerberg Foundation
No	4	S	Indirect	By Chan Zuckerberg Foundation
No	4	C	Indirect	By CZI Holdings, LLC
No	4	S	Indirect	By CZI Holdings, LLC
No	4	S	Indirect	By CZI Holdings, LLC

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B Common Stock	Disposition	2016-09-22	249,662	$0.00	249,662	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2016-09-22	115,229	$0.00	115,229	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2016-09-23	253,901	$0.00	253,901	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2016-09-23	117,185	$0.00	117,185	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
4,700,641	No	4	C	Indirect
407,239,221	No	4	C	Indirect
4,446,740	No	4	C	Indirect
407,122,036	No	4	C	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	827,870	Indirect	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 Grat No. 1 Dated 5/8/2014
Class A Common Stock	1,139,412	Indirect	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 Grat No. 2 Dated 5/8/2014
Class A Common Stock	1,235,844	Indirect	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 Grat No. 3 Dated 5/8/2014
Class A Common Stock	350,169	Indirect	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Class A Common Stock	Class B Common Stock	$0.00			4,857,323	4,857,323	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	4,857,323	4,857,323	Indirect

Footnotes

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 10b5-1trading 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 $129.91 to $130.71 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 $129.92 to $130.71 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 $127.33 to $128.32 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 $128.33 to $128.60 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 $127.34 to $128.33 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 $128.34 to $128.60 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 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.