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Filing Details

Accession Number:: 0001127602-17-014977
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-04-18 19:36:03
Reporting Period:: 2017-04-15

Filing Date:: 2017-04-18
Accepted Time:: 2017-04-18 19:36:03
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
1366010	Sheryl Sandberg	C/O Facebook, Inc. 1601 Willow Road Menlo Park CA 94025	Chief Operating Officer	Yes	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	Explanation
Class A Common Stock	Acquisiton	2017-04-15	74,940	$0.00	2,301,170	No	4	C	Indirect	By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004
Class A Common Stock	Disposition	2017-04-15	39,104	$139.39	2,262,066	No	4	F	Indirect	By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004
Class A Common Stock	Acquisiton	2017-04-18	78,606	$10.39	2,340,672	No	4	C	Indirect	By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004
Class A Common Stock	Disposition	2017-04-18	66,306	$141.20	2,274,366	No	4	S	Indirect	By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004
Class A Common Stock	Disposition	2017-04-18	12,300	$141.73	2,262,066	No	4	S	Indirect	By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004
Class A Common Stock	Disposition	2017-04-18	77,194	$141.22	2,184,872	No	4	S	Indirect	By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004
Class A Common Stock	Disposition	2017-04-18	7,700	$141.77	2,177,172	No	4	S	Indirect	By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004
No	4	F	Indirect	By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004
No	4	C	Indirect	By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004
No	4	S	Indirect	By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004
No	4	S	Indirect	By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004
No	4	S	Indirect	By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004
No	4	S	Indirect	By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004

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	2017-04-15	74,940	$0.00	74,940	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2017-04-15	74,940	$0.00	74,940	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2017-04-15	74,940	$0.00	74,940	$0.00
Class B Common Stock	Stock Option (Right to Buy Class B Common Stock)	Disposition	2017-04-18	78,606	$0.00	78,606	$10.39
Class A Common Stock	Class B Common Stock	Acquisiton	2017-04-18	78,606	$0.00	78,606	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2017-04-18	78,606	$0.00	78,606	$0.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
149,881	2021-03-24	No	4	M	Direct
74,940		No	4	M	Direct
0		No	4	C	Direct
1,299,032	2020-07-22	No	4	M	Indirect
78,606		No	4	M	Indirect
0		No	4	C	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	23,824	Indirect	By Sheryl K. Sandberg, Trustee of the Sandberg-Goldberg Family Trust Dated September 3, 2004

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 ("RSUs") listed in Table II.
Shares held of record by Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004.
Represents the number of shares of Class A Common Stock that have been withheld by the issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the RSUs and does not represent a sale by the reporting person.
Represents the number of shares that were acquired upon the conversion of Class B Common Stock to Class A Common Stock in connection with the exercise of the stock option listed in Table II.
The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the holder.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $140.63 to $141.61 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 written 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 $141.63 to $141.87 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 written 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 $140.70 to $141.69 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 written 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 $141.70 to $141.88 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 written 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 Sheryl K. Sandberg, Trustee of the Sandberg-Goldberg Family Trust Dated September 3, 2004.
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 1/16th of the total shares quarterly, beginning on January 15, 2014, 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 option vests as to 1/48th of the total shares monthly, beginning on May 1, 2013, subject to continued service through each vesting date.
Options held of record by Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004.