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Filing Details

Accession Number:: 0001127602-18-017790
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-05-16 20:56:32
Reporting Period:: 2018-05-14

Accepted Time:: 2018-05-16 20:56:32
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
1621141	Jan Koum	C/O Facebook, Inc. 1601 Willow Road Menlo Park CA 94025		Yes	No	No	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Disposition	2018-05-08	1,319,927	$0.00	922,953	No	5	J	Indirect	By Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust IX U/A/D 4/13/2016
Class A Common Stock	Acquisiton	2018-05-08	1,319,927	$0.00	5,568,266	No	5	J	Indirect	By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004
Class A Common Stock	Disposition	2018-05-08	922,953	$0.00	0	No	5	J	Indirect	By Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust IX U/A/D 4/13/2016
Class A Common Stock	Acquisiton	2018-05-08	922,953	$0.00	922,953	No	5	J	Indirect	By BNY Mellon Trust of Delaware, Trustee of The Jan Koum Family Trust III U/A/D 4/13/2016
Class A Common Stock	Disposition	2018-05-14	8,495	$186.88	5,260,792	No	4	S	Indirect	By BNY Mellon Trust of Delaware, Trustee of The Jan Koum Family Trust II U/A/D 2/4/2015
Class A Common Stock	Disposition	2018-05-14	2,200	$187.54	5,258,592	No	4	S	Indirect	By BNY Mellon Trust of Delaware, Trustee of The Jan Koum Family Trust II U/A/D 2/4/2015
Class A Common Stock	Acquisiton	2018-05-15	2,485,346	$0.00	8,053,612	No	4	M	Indirect	By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004
Class A Common Stock	Disposition	2018-05-15	1,232,235	$186.64	6,821,377	No	4	F	Indirect	By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004
Class A Common Stock	Disposition	2018-05-16	1,076,220	$183.34	5,745,157	No	4	S	Indirect	By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004
Class A Common Stock	Disposition	2018-05-16	176,891	$183.90	5,568,266	No	4	S	Indirect	By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	5	J	Indirect	By Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust IX U/A/D 4/13/2016
No	5	J	Indirect	By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004
No	5	J	Indirect	By Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust IX U/A/D 4/13/2016
No	5	J	Indirect	By BNY Mellon Trust of Delaware, Trustee of The Jan Koum Family Trust III U/A/D 4/13/2016
No	4	S	Indirect	By BNY Mellon Trust of Delaware, Trustee of The Jan Koum Family Trust II U/A/D 2/4/2015
No	4	S	Indirect	By BNY Mellon Trust of Delaware, Trustee of The Jan Koum Family Trust II U/A/D 2/4/2015
No	4	M	Indirect	By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004
No	4	F	Indirect	By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004
No	4	S	Indirect	By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004
No	4	S	Indirect	By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004

Reported Derivative Transactions

Show Other Fields >>

Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Restricted Stock Units (RSU) (Class A)	Disposition	2018-05-15	2,485,346	$0.00	2,485,346	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
4,556,470		2024-11-16	No	4	M	Direct

Footnotes

Represents a transfer of shares from Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust IX U/A/D 4/13/2016 to Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004. The reporting person remains the beneficial owner of all of the shares after the transfer.
Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust IX U/A/D 4/13/2016.
Shares held of record by Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004.
Represents a transfer of shares from Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust IX U/A/D 4/13/2016 to BNY Mellon Trust of Delaware, Trustee of The Jan Koum Family Trust III U/A/D 4/13/2016.
Shares held of record by BNY Mellon Trust of Delaware, Trustee of The Jan Koum Family Trust III U/A/D 4/13/2016. The reporting person exercises voting and dispositive powers over these shares, but has no pecuniary interest in these shares.
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 $186.32 to $187.31 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.
Shares held of record by BNY Mellon Trust of Delaware, Trustee of The Jan Koum Family Trust II U/A/D 2/4/2015. The reporting person exercises voting and dispositive powers over these shares, but has no pecuniary interest in these shares.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $187.36 to $187.74 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.
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 Restricted Stock Units ("RSUs") listed in Table II and does not represent a sale by the reporting person.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $182.79 to $183.78 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.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $183.79 to $184.30 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.
Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.
The RSUs vest as to (a) 13/60th of the total shares on November 15, 2015, (b) 1/20th of the total shares each quarter thereafter through November 15, 2017, (c) 2/20th of the total shares on each of February 15, 2018, May 15, 2018 and August 15, 2018 and (d) the final 5/60th of the total shares on November 15, 2018; provided, however, that in the event of the reporting person's termination of employment with the issuer under certain circumstances, all of the reporting person's then unvested RSUs shall vest as of the date of such termination of employment.