Filing Details
- Accession Number:
- 0001127602-15-017893
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2015-05-19 19:56:30
- Reporting Period:
- 2015-05-15
- Filing Date:
- 2015-05-19
- Accepted Time:
- 2015-05-19 19:56:30
- 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 | 2015-05-15 | 86,585 | $0.00 | 575,673 | No | 4 | C | Direct | |
| Class A Common Stock | Acquisiton | 2015-05-15 | 34,122 | $0.00 | 609,795 | No | 4 | C | Direct | |
| Class A Common Stock | Disposition | 2015-05-15 | 55,186 | $80.64 | 554,609 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2015-05-15 | 7,800 | $81.27 | 546,809 | No | 4 | S | Direct | |
| Class A Common Stock | Acquisiton | 2015-05-18 | 25,000 | $1.85 | 571,809 | No | 4 | C | Direct | |
| Class A Common Stock | Disposition | 2015-05-18 | 25,000 | $80.25 | 546,809 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | C | Direct | |
| No | 4 | C | Direct | |
| No | 4 | S | Direct | |
| No | 4 | S | Direct | |
| No | 4 | C | Direct | |
| No | 4 | S | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class B Common Stock | Restricted Stock Unit (RSU) (Class B) | Disposition | 2015-05-15 | 86,585 | $0.00 | 86,585 | $0.00 |
| Class A Common Stock | Class B Common Stock | Acquisiton | 2015-05-15 | 86,585 | $0.00 | 86,585 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2015-05-15 | 86,585 | $0.00 | 86,585 | $0.00 |
| Class B Common Stock | Restricted Stock Unit (RSU) (Class B) | Disposition | 2015-05-15 | 34,122 | $0.00 | 34,122 | $0.00 |
| Class A Common Stock | Class B Common Stock | Acquisiton | 2015-05-15 | 34,122 | $0.00 | 34,122 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2015-05-15 | 34,122 | $0.00 | 34,122 | $0.00 |
| Class B Common Stock | Stock Option (Right to Buy Class B Common Stock) | Disposition | 2015-05-18 | 25,000 | $0.00 | 25,000 | $1.85 |
| Class A Common Stock | Class B Common Stock | Acquisiton | 2015-05-18 | 25,000 | $0.00 | 25,000 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2015-05-18 | 25,000 | $0.00 | 25,000 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 1,039,015 | 2020-08-25 | No | 4 | M | Direct | |
| 86,585 | No | 4 | M | Direct | ||
| 0 | No | 4 | C | Direct | ||
| 443,591 | 2022-05-02 | No | 4 | M | Direct | |
| 34,122 | No | 4 | M | Direct | ||
| 0 | No | 4 | C | Direct | ||
| 723,130 | 2019-01-11 | No | 4 | M | Direct | |
| 25,000 | No | 4 | M | Direct | ||
| 0 | No | 4 | C | Direct |
Reported Derivative Holdings
| Sec. Name | Sec. Type | Price | Date | Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|---|---|---|---|
| Class B Common Stock | Stock Option (Right to Buy Class B Common Stock) | $1.85 | 2019-01-11 | 26,940 | 26,940 | Indirect |
| Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|
| 2019-01-11 | 26,940 | 26,940 | Indirect |
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.
- Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade 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 $80.1883 to $81.17 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 request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (3).
- The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.1773 to $81.4120 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 request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (4).
- 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.
- The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
- Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.
- 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.
- 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 RSUs vest as to 1/16th of the total shares quarterly, beginning on November 15, 2014, subject to continued service through each vesting date.
- The option was 100% vested on August 13, 2013. In connection with certain estate planning transfers, options to purchase an aggregate of 736,060 vested shares are held by Michael Schroepfer and Erin Hoffmann, Co-Trustees of the HS Trust u/a/d 9/28/11.
- The option was 100% vested on August 13, 2013.
- Shares held of record by Michael T. Schroepfer and Erin Hoffmann, Co-Trustees of The Clover Irrevocable Nonexempt Trust u/a/d 6/27/11.
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