Filing Details

Accession Number:
0001127602-17-032514
Form Type:
4
Zero Holdings:
No
Publication Time:
2017-11-16 20:17:09
Reporting Period:
2017-11-14
Accepted Time:
2017-11-16 20:17:09
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
1509441 Todd Michael Schroepfer C/O Facebook, Inc.
1601 Willow Road
Menlo Park CA 94025
Chief Technology Officer No Yes No 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 Acquisiton 2017-11-14 66,256 $0.00 345,382 No 4 C Indirect By The HS Trust U/A/D 9/28/2011
Class A Common Stock Disposition 2017-11-14 18,904 $178.02 326,478 No 4 S Indirect By The HS Trust U/A/D 9/28/2011
Class A Common Stock Disposition 2017-11-14 19,139 $178.49 307,339 No 4 S Indirect By The HS Trust U/A/D 9/28/2011
Class A Common Stock Acquisiton 2017-11-15 86,584 $0.00 586,643 No 4 C Direct
Class A Common Stock Disposition 2017-11-15 45,180 $178.07 541,463 No 4 F Direct
Class A Common Stock Acquisiton 2017-11-15 34,123 $0.00 575,586 No 4 C Direct
Class A Common Stock Disposition 2017-11-15 17,806 $178.07 557,780 No 4 F Direct
Class A Common Stock Acquisiton 2017-11-15 10,022 $0.00 567,802 No 4 M Direct
Class A Common Stock Disposition 2017-11-15 5,230 $178.07 562,572 No 4 F Direct
Class A Common Stock Acquisiton 2017-11-15 8,255 $0.00 570,827 No 4 M Direct
Class A Common Stock Disposition 2017-11-15 4,308 $178.07 566,519 No 4 F Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 C Indirect By The HS Trust U/A/D 9/28/2011
No 4 S Indirect By The HS Trust U/A/D 9/28/2011
No 4 S Indirect By The HS Trust U/A/D 9/28/2011
No 4 C Direct
No 4 F Direct
No 4 C Direct
No 4 F Direct
No 4 M Direct
No 4 F Direct
No 4 M Direct
No 4 F Direct
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Class B Common Stock Stock Option (Right to Buy Class B Common Stock) Disposition 2017-11-14 66,256 $0.00 66,256 $2.95
Class A Common Stock Class B Common Stock Acquisiton 2017-11-14 66,256 $0.00 66,256 $0.00
Class A Common Stock Class B Common Stock Disposition 2017-11-14 66,256 $0.00 66,256 $0.00
Class B Common Stock Restricted Stock Unit (RSU) (Class B) Disposition 2017-11-15 86,584 $0.00 86,584 $0.00
Class A Common Stock Class B Common Stock Acquisiton 2017-11-15 86,584 $0.00 86,584 $0.00
Class A Common Stock Class B Common Stock Disposition 2017-11-15 86,584 $0.00 86,584 $0.00
Class B Common Stock Restricted Stock Unit (RSU) (Class B) Disposition 2017-11-15 34,123 $0.00 34,123 $0.00
Class A Common Stock Class B Common Stock Acquisiton 2017-11-15 34,123 $0.00 34,123 $0.00
Class A Common Stock Class B Common Stock Disposition 2017-11-15 34,123 $0.00 34,123 $0.00
Class A Common Stock Restricted Stock Units (RSU) (Class A) Disposition 2017-11-15 10,022 $0.00 10,022 $0.00
Class A Common Stock Restricted Stock Units (RSU) (Class A) Disposition 2017-11-15 8,255 $0.00 8,255 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
861,305 2019-08-18 No 4 M Indirect
66,256 No 4 M Indirect
0 No 4 C Indirect
173,168 2020-08-25 No 4 M Direct
86,584 No 4 M Direct
0 No 4 C Direct
102,367 2022-05-02 No 4 M Direct
34,123 No 4 M Direct
0 No 4 C Direct
90,203 2024-03-16 No 4 M Direct
107,307 2025-03-15 No 4 M Direct
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Class A Common Stock 30,121 Indirect By The Erin Hoffmann 2017 Annuity Trust U/A/D 6/29/2017
Class A Common Stock 30,121 Indirect By The Michael Schroepfer 2017 Annuity Trust U/A/D 6/29/2017
Footnotes
  1. 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 options listed in Table II.
  2. Shares held of record by Michael Schroepfer and Erin Hoffmann, Co-Trustees of The HS Trust U/A/D 9/28/2011.
  3. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the holder.
  4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $177.31 to $178.29 per share, inclusive. The holder 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.
  5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.32 to $178.89 per share, inclusive. The holder 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.
  6. 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.
  7. 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.
  8. Shares held of record by Erin Hoffmann, Trustee of The Erin Hoffmann 2017 Annuity Trust U/A/D 6/29/2017, a grantor retained annuity trust for the benefit of the reporting person's spouse.
  9. Shares held of record by Michael Schroepfer, Trustee of The Michael Schroepfer 2017 Annuity Trust U/A/D 6/29/2017, a grantor retained annuity trust for the benefit of the reporting person.
  10. The option vested as to 1/5th of the total shares on July 15, 2010, after which 1/60th of the total shares vest monthly, subject to continued service through each vesting date. In connection with certain estate planning transfers, the reporting person transferred vested shares underlying the option to Michael Schroepfer and Erin Hoffman, Co-Trustees of The HS Trust U/A/D 9/28/11.
  11. 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.
  12. Options held of record by Michael Schroepfer and Erin Hoffmann, Co-Trustees of The HS Trust U/A/D 9/28/2011.
  13. The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.
  14. Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.
  15. The RSUs were granted with both (a) a liquidity event-based vesting condition and (b) a service-based vesting condition, both of which conditions must be satisfied in order for the RSUs to vest. The liquidity event-based vesting condition was satisfied on November 17, 2012. The service-based vesting condition was satisfied as to 1/16th of the total number of shares on August 15, 2014, after which 1/16th of the total number of shares vest quarterly, subject to continued service through each vesting date.
  16. The RSUs vest as to 1/16th of the total shares quarterly, beginning on November 15, 2014, subject to continued service through each vesting date.
  17. Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.
  18. The RSUs vest as to 1/16th of the total shares quarterly, beginning on May 15, 2016, subject to continued service through each vesting date.
  19. The RSUs vest as to 1/16th of the total shares quarterly, beginning on May 15, 2017, subject to continued service through each vesting date.