Filing Details
- Accession Number:
- 0001127602-19-018877
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2019-05-16 21:39:52
- Reporting Period:
- 2019-05-14
- Accepted Time:
- 2019-05-16 21:39:52
- 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
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Acquisiton | 2019-05-14 | 55,000 | $0.00 | 1,327,127 | 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 | 2019-05-14 | 4,090 | $178.94 | 1,323,037 | 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 | 2019-05-14 | 6,800 | $179.86 | 1,316,237 | 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 | 2019-05-14 | 16,636 | $180.80 | 1,299,601 | 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 | 2019-05-14 | 24,908 | $181.85 | 1,274,693 | 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 | 2019-05-14 | 2,566 | $182.62 | 1,272,127 | No | 4 | S | Indirect | By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 |
| Class A Common Stock | Acquisiton | 2019-05-15 | 34,364 | $0.00 | 1,306,491 | No | 4 | M | Indirect | By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 |
| Class A Common Stock | Acquisiton | 2019-05-15 | 13,029 | $0.00 | 1,319,520 | No | 4 | M | Indirect | By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 |
| Class A Common Stock | Acquisiton | 2019-05-15 | 16,508 | $0.00 | 1,336,028 | No | 4 | M | Indirect | By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 |
| Class A Common Stock | Acquisiton | 2019-05-15 | 9,426 | $0.00 | 1,345,454 | No | 4 | M | Indirect | By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 |
| Class A Common Stock | Acquisiton | 2019-05-15 | 7,434 | $0.00 | 1,352,888 | No | 4 | M | Indirect | By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 |
| Class A Common Stock | Disposition | 2019-05-15 | 40,043 | $180.73 | 1,312,845 | No | 4 | F | 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 | 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 |
| No | 4 | S | Indirect | By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 |
| No | 4 | M | Indirect | By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 |
| No | 4 | M | Indirect | By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 |
| No | 4 | M | Indirect | By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 |
| No | 4 | M | Indirect | By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 |
| No | 4 | M | 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 |
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 | 2019-05-14 | 55,000 | $0.00 | 55,000 | $15.00 |
| Class A Common Stock | Class B Common Stock | Acquisiton | 2019-05-14 | 55,000 | $0.00 | 55,000 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2019-05-14 | 55,000 | $0.00 | 55,000 | $0.00 |
| Class A Common Stock | Restricted Stock Units (RSU) (Class A) | Disposition | 2019-05-15 | 34,364 | $0.00 | 34,364 | $0.00 |
| Class A Common Stock | Restricted Stock Units (RSU) (Class A) | Disposition | 2019-05-15 | 13,029 | $0.00 | 13,029 | $0.00 |
| Class A Common Stock | Restricted Stock Units (RSU) (Class A) | Disposition | 2019-05-15 | 16,508 | $0.00 | 16,508 | $0.00 |
| Class A Common Stock | Restricted Stock Units (RSU) (Class A) | Disposition | 2019-05-15 | 9,426 | $0.00 | 9,426 | $0.00 |
| Class A Common Stock | Restricted Stock Units (RSU) (Class A) | Disposition | 2019-05-15 | 7,434 | $0.00 | 7,434 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 605,000 | 2020-10-18 | No | 4 | M | Indirect | |
| 55,000 | No | 4 | M | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 343,643 | 2023-05-05 | No | 4 | M | Direct | |
| 39,089 | 2024-03-16 | No | 4 | M | Direct | |
| 99,051 | 2025-03-15 | No | 4 | M | Direct | |
| 131,967 | 2027-03-14 | No | 4 | M | Direct | |
| 111,515 | 2029-03-19 | No | 4 | M | Direct |
Reported Non-Derivative Holdings
| Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
|---|---|---|---|
| Class A Common Stock | 1,677,934 | Indirect | By Sheryl K. Sandberg, Trustee Of The Sheryl K. Sandberg 2008 Annuity Trust Dated April 15, 2008 |
Footnotes
- 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.
- Shares held of record by Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004.
- 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 $178.305 to $179.245 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 $179.33 to $180.325 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 $180.35 to $181.305 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 $181.355 to $182.32 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 $182.355 to $182.89 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.
- 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.
- Shares held of record by Sheryl K. Sandberg, Trustee of the Sheryl K. Sandberg 2008 Annuity Trust Dated April 15, 2008.
- The option vests as to (a) 260,000 shares in equal monthly installments over 48 months, beginning on May 1, 2013 and then (b) the remaining 940,000 shares vest in equal monthly installments over the following 12 months, 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.
- 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 1/16th of the total shares quarterly, beginning on November 15, 2017, subject to continued service through each vesting date.
- 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.
- The RSUs vest as to 1/12th of the total shares quarterly, beginning on February 15, 2018, subject to continued service through each vesting date.
- The RSUs shall vest quarterly as to 1/16th of the total shares, commencing the first quarter following November 15, 2018, subject to continued service through each vesting date.
- The RSUs vest quarterly as to 1/16th of the total RSUs, commencing the first quarter following February 15, 2019, subject to continued service through each vesting date.
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