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Filing Details

Accession Number:
0001127602-18-010622
Form Type:
4
Zero Holdings:
No
Publication Time:
2018-03-07 21:30:41
Reporting Period:
2018-03-05
Accepted Time:
2018-03-07 21:30:41
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 2018-03-05 14,000 $176.55 9,023,750 No 4 S Indirect By Chan Zuckerberg Foundation
Class A Common Stock Disposition 2018-03-05 14,800 $177.39 9,008,950 No 4 S Indirect By Chan Zuckerberg Foundation
Class A Common Stock Disposition 2018-03-05 7,119 $178.44 9,001,831 No 4 S Indirect By Chan Zuckerberg Foundation
Class A Common Stock Disposition 2018-03-05 15,949 $179.72 8,985,882 No 4 S Indirect By Chan Zuckerberg Foundation
Class A Common Stock Disposition 2018-03-05 39,432 $180.53 8,946,450 No 4 S Indirect By Chan Zuckerberg Foundation
Class A Common Stock Disposition 2018-03-05 1,200 $181.06 8,945,250 No 4 S Indirect By Chan Zuckerberg Foundation
Class A Common Stock Acquisiton 2018-03-05 127,500 $0.00 127,500 No 4 C Indirect By CZI Holdings, LLC
Class A Common Stock Disposition 2018-03-05 17,817 $176.55 109,683 No 4 S Indirect By CZI Holdings, LLC
Class A Common Stock Disposition 2018-03-05 21,159 $177.39 88,524 No 4 S Indirect By CZI Holdings, LLC
Class A Common Stock Disposition 2018-03-05 9,392 $178.38 79,132 No 4 S Indirect By CZI Holdings, LLC
Class A Common Stock Disposition 2018-03-05 18,928 $179.63 60,204 No 4 S Indirect By CZI Holdings, LLC
Class A Common Stock Disposition 2018-03-05 56,204 $180.47 4,000 No 4 S Indirect By CZI Holdings, LLC
Class A Common Stock Disposition 2018-03-05 4,000 $181.03 0 No 4 S Indirect By CZI Holdings, LLC
Class A Common Stock Disposition 2018-03-06 33,070 $179.72 8,912,180 No 4 S Indirect By Chan Zuckerberg Foundation
Class A Common Stock Disposition 2018-03-06 36,552 $180.60 8,875,628 No 4 S Indirect By Chan Zuckerberg Foundation
Class A Common Stock Disposition 2018-03-06 21,388 $181.64 8,854,240 No 4 S Indirect By Chan Zuckerberg Foundation
Class A Common Stock Disposition 2018-03-06 1,490 $182.22 8,852,750 No 4 S Indirect By Chan Zuckerberg Foundation
Class A Common Stock Acquisiton 2018-03-06 127,500 $0.00 127,500 No 4 C Indirect By CZI Holdings, LLC
Class A Common Stock Disposition 2018-03-06 47,648 $179.73 79,852 No 4 S Indirect By CZI Holdings, LLC
Class A Common Stock Disposition 2018-03-06 50,649 $180.64 29,203 No 4 S Indirect By CZI Holdings, LLC
Class A Common Stock Disposition 2018-03-06 28,003 $181.68 1,200 No 4 S Indirect By CZI Holdings, LLC
Class A Common Stock Disposition 2018-03-06 1,200 $182.26 0 No 4 S Indirect By CZI Holdings, LLC
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 S Indirect By Chan Zuckerberg Foundation
No 4 S Indirect By Chan Zuckerberg Foundation
No 4 S Indirect By Chan Zuckerberg Foundation
No 4 S 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 S Indirect By CZI Holdings, LLC
No 4 S Indirect By CZI Holdings, LLC
No 4 S Indirect By CZI Holdings, LLC
No 4 S Indirect By CZI Holdings, LLC
No 4 S Indirect By Chan Zuckerberg Foundation
No 4 S 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 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 2018-03-05 127,500 $0.00 127,500 $0.00
Class A Common Stock Class B Common Stock Disposition 2018-03-06 127,500 $0.00 127,500 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
387,246,693 No 4 C Indirect
387,119,193 No 4 C Indirect
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Class A Common Stock 472,368 Indirect By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014
Class A Common Stock 564,765 Indirect By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014
Class A Common Stock 49,700 Indirect By Chan Zuckerberg Advocacy
Reported Derivative Holdings
Sec. Name Sec. Type Price Date Expiration Date Amount Remaning Holdings Nature of Ownership
Class A Common Stock Class B Common Stock $0.00 1,908,602 1,908,602 Indirect
Class A Common Stock Class B Common Stock $0.00 5,676,058 5,676,058 Indirect
Expiration Date Amount Remaning Holdings Nature of Ownership
1,908,602 1,908,602 Indirect
5,676,058 5,676,058 Indirect
Footnotes
  1. The sales reported were effected by Mark Zuckerberg, Trustee and Settlor of the Chan Zuckerberg Foundation ("CZ Foundation") and CZI Holdings, LLC ("CZI"), as applicable, pursuant to their Rule 10b5-1 trading plans. These sales are part of the plan Mr. Zuckerberg announced in September 2017 to sell 35 million to 75 million Facebook shares over approximately 18 months from the date of that announcement in order to fund the philanthropic initiatives of Mr. Zuckerberg and his wife, Priscilla Chan, in education, science and advocacy.
  2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $175.95 to $176.94 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.
  3. Shares held of record by CZ Foundation. The reporting person is deemed to have voting and investment power over the shares held by CZ Foundation, but has no pecuniary interest in these shares.
  4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $176.96 to $177.93 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 $178.03 to $179.02 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $179.03 to $180.02 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.
  7. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $180.03 to $181.02 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.
  8. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $181.03 to $181.11 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.
  9. 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.
  10. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $175.97 to $176.96 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.
  11. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $176.97 to $177.94 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.
  12. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $177.97 to $178.92 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.
  13. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.97 to $179.96 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.
  14. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $179.98 to $180.96 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.
  15. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $180.98 to $181.10 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.
  16. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $179.13 to $180.12 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.
  17. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $180.13 to $181.12 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.
  18. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $181.13 to $182.10 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.
  19. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $182.16 to $182.34 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.
  20. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $179.18 to $180.17 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.
  21. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $180.18 to $181.17 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.
  22. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $181.18 to $182.17 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.
  23. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $182.22 to $182.31 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.
  24. Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 2, dated 5/8/2014.
  25. Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 3, dated 5/8/2014.
  26. Shares held of record by Chan Zuckerberg Advocacy. The reporting person is deemed to have voting and investment power over the shares held by Chan Zuckerberg Advocacy, but has no pecuniary interest in these shares.
  27. 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.
  28. Shares held of record by Mark Zuckerberg, Trustee of the 2006 Trust.