Filing Details
- Accession Number:
- 0001127602-16-042024
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2016-02-17 21:15:00
- Reporting Period:
- 2016-02-15
- Filing Date:
- 2016-02-17
- Accepted Time:
- 2016-02-17 21:15:00
- 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 |
|---|---|---|---|---|---|---|---|
| 1607459 | K Christopher Cox | C/O Facebook, Inc. 1601 Willow Road Menlo Park CA 94025 | Chief Product 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 | 2016-02-15 | 86,585 | $0.00 | 480,717 | No | 4 | C | Direct | |
| Class A Common Stock | Acquisiton | 2016-02-15 | 11,371 | $0.00 | 492,088 | No | 4 | C | Direct | |
| Class A Common Stock | Disposition | 2016-02-16 | 27,315 | $100.84 | 464,773 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2016-02-16 | 4,200 | $101.70 | 460,573 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2016-02-16 | 14,500 | $102.98 | 446,073 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2016-02-16 | 5,100 | $103.53 | 440,973 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2016-02-16 | 8,070 | $100.97 | 432,903 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2016-02-16 | 2,444 | $101.52 | 430,459 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2016-02-16 | 3,786 | $103.05 | 426,673 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2016-02-16 | 1,300 | $103.61 | 425,373 | 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 | S | Direct | |
| No | 4 | S | Direct | |
| No | 4 | S | Direct | |
| No | 4 | S | Direct | |
| No | 4 | S | 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 | 2016-02-15 | 86,585 | $0.00 | 86,585 | $0.00 |
| Class A Common Stock | Class B Common Stock | Acquisiton | 2016-02-15 | 86,585 | $0.00 | 86,585 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2016-02-15 | 86,585 | $0.00 | 86,585 | $0.00 |
| Class B Common Stock | Restricted Stock Unit (RSU) (Class B) | Disposition | 2016-02-15 | 11,371 | $0.00 | 11,371 | $0.00 |
| Class A Common Stock | Class B Common Stock | Acquisiton | 2016-02-15 | 11,371 | $0.00 | 11,371 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2016-02-15 | 11,371 | $0.00 | 11,371 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 432,920 | 2020-08-25 | No | 4 | M | Direct | |
| 86,585 | No | 4 | M | Direct | ||
| 0 | No | 4 | C | Direct | ||
| 204,670 | 2019-08-25 | No | 4 | M | Direct | |
| 11,371 | No | 4 | M | Direct | ||
| 0 | No | 4 | C | Direct |
Reported Non-Derivative Holdings
| Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
|---|---|---|---|
| Class A Common Stock | 76,945 | Indirect | By Christopher K. Cox Revocable Trust |
| Class A Common Stock | 28,816 | Indirect | By Remainder Interest Trust Created Under The Christopher K. Cox 2009 Annuity Trust Dated 5/29/2009 |
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 $100.26 to $101.25 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.
- The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $101.26 to $102.15 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.
- The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.36 to $103.35 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.
- The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $103.36 to $103.76 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.
- The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted 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 $100.33 to $101.31 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.
- The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $101.33 to $101.97 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.
- The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.45 to $103.43 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.
- The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.33 to $101.31 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.
- Shares held of record by Christopher Cox, Trustee of the Christopher K. Cox Revocable Trust.
- Shares held of record by Remainder Interest Trust Created under the Christopher K. Cox 2009 Annuity Trust dated 5/29/2009, Visra Vichit-Vadakan, Trustee, the beneficiaries of which include the reporting person's children. The reporting person's spouse is trustee of the trust. The reporting person disclaims beneficial ownership of these shares, and the filing of this report is not an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
- Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.
- The RSUs vest as to 1/16th of the total number of shares quarterly, beginning on August 15, 2013, 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 1/48 of the total number of shares monthly, beginning on September 1, 2013, subject to continued service through each vesting date.
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