Filing Details
- Accession Number:
- 0001127602-16-068704
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2016-11-30 18:11:02
- Reporting Period:
- 2016-11-22
- Filing Date:
- 2016-11-30
- Accepted Time:
- 2016-11-30 18:11:02
- 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
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Disposition | 2016-11-22 | 350,169 | $0.00 | 0 | No | 4 | J | Indirect | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 |
| Class A Common Stock | Acquisiton | 2016-11-22 | 350,169 | $0.00 | 350,169 | No | 4 | J | Indirect | By CZI Holdings, LLC |
| Class A Common Stock | Acquisiton | 2016-11-22 | 408,400 | $0.00 | 758,569 | No | 4 | C | Indirect | By CZI Holdings, LLC |
| Class A Common Stock | Disposition | 2016-11-22 | 408,400 | $0.00 | 350,169 | No | 5 | G | Indirect | By CZI Holdings, LLC |
| Class A Common Stock | Acquisiton | 2016-11-28 | 269,054 | $0.00 | 269,054 | No | 4 | C | Indirect | By Chan Zuckerberg Foundation |
| Class A Common Stock | Disposition | 2016-11-28 | 127,318 | $120.43 | 141,736 | No | 4 | S | Indirect | By Chan Zuckerberg Foundation |
| Class A Common Stock | Disposition | 2016-11-28 | 141,736 | $121.12 | 0 | No | 4 | S | Indirect | By Chan Zuckerberg Foundation |
| Class A Common Stock | Acquisiton | 2016-11-28 | 124,178 | $0.00 | 474,347 | No | 4 | C | Indirect | By CZI Holdings, LLC |
| Class A Common Stock | Disposition | 2016-11-28 | 58,838 | $120.43 | 415,509 | No | 4 | S | Indirect | By CZI Holdings, LLC |
| Class A Common Stock | Disposition | 2016-11-28 | 65,340 | $121.12 | 350,169 | No | 4 | S | Indirect | By CZI Holdings, LLC |
| Class A Common Stock | Acquisiton | 2016-11-29 | 267,909 | $0.00 | 267,909 | No | 4 | C | Indirect | By Chan Zuckerberg Foundation |
| Class A Common Stock | Disposition | 2016-11-29 | 157,783 | $121.06 | 110,126 | No | 4 | S | Indirect | By Chan Zuckerberg Foundation |
| Class A Common Stock | Disposition | 2016-11-29 | 110,126 | $121.66 | 0 | No | 4 | S | Indirect | By Chan Zuckerberg Foundation |
| Class A Common Stock | Acquisiton | 2016-11-29 | 123,650 | $0.00 | 473,819 | No | 4 | C | Indirect | By CZI Holdings, LLC |
| Class A Common Stock | Disposition | 2016-11-29 | 73,965 | $121.07 | 399,854 | No | 4 | S | Indirect | By CZI Holdings, LLC |
| Class A Common Stock | Disposition | 2016-11-29 | 49,685 | $121.67 | 350,169 | No | 4 | S | Indirect | By CZI Holdings, LLC |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | J | Indirect | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 |
| No | 4 | J | Indirect | By CZI Holdings, LLC |
| No | 4 | C | Indirect | By CZI Holdings, LLC |
| No | 5 | G | 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 |
| 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
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | Class B Common Stock | Disposition | 2016-11-22 | 350,169 | $0.00 | 350,169 | $0.00 |
| Class A Common Stock | Class B Common Stock | Acquisiton | 2016-11-22 | 350,169 | $0.00 | 350,169 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2016-11-22 | 3,200,000 | $0.00 | 3,200,000 | $0.00 |
| Class A Common Stock | Class B Common Stock | Acquisiton | 2016-11-22 | 3,200,000 | $0.00 | 3,200,000 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2016-11-22 | 408,400 | $0.00 | 408,400 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2016-11-28 | 269,054 | $0.00 | 269,054 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2016-11-28 | 124,178 | $0.00 | 124,178 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2016-11-29 | 267,909 | $0.00 | 267,909 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2016-11-29 | 123,650 | $0.00 | 123,650 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 406,048,286 | No | 4 | J | Indirect | ||
| 5,207,492 | No | 4 | J | Indirect | ||
| 402,848,286 | No | 5 | G | Indirect | ||
| 6,078,979 | No | 5 | G | Indirect | ||
| 402,439,886 | No | 4 | C | Indirect | ||
| 5,809,925 | No | 4 | C | Indirect | ||
| 402,315,708 | No | 4 | C | Indirect | ||
| 5,542,016 | No | 4 | C | Indirect | ||
| 402,192,058 | 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 |
Footnotes
- This transaction represents a transfer of shares that were beneficially owned by the reporting person for the purposes of estate planning and not a sale of securities.
- Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg Trust dated July 7, 2006 ("2006 Trust").
- Shares held of record by CZI Holdings, LLC ("CZI"). The 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.
- Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock at the election of the holder.
- Shares held of record by Mark Zuckerberg, Trustee and Settlor of the Chan Zuckerberg Foundation ("CZ Foundation").
- The sales reported were effected by CZ Foundation and 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 $119.86 to $120.855 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 $120.86 to $121.65 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 $120.42 to $121.41 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 $121.42 to $122.09 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 $120.43 to $121.42 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 $121.43 to $122.05 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.
- 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.
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