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Filing Details

Accession Number:: 0001127602-16-052627
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-05-17 20:45:47
Reporting Period:: 2016-05-11

Filing Date:: 2016-05-17
Accepted Time:: 2016-05-17 20:45:47
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

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Disposition	2016-05-11	1,129,552	$0.00	2,370,448	No	4	J	Indirect	By Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust V U/A/D 4/29/2015
Class A Common Stock	Acquisiton	2016-05-11	1,129,552	$0.00	32,549,458	No	4	J	Indirect	By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004
Class A Common Stock	Acquisiton	2016-05-15	1,242,673	$0.00	33,792,131	No	4	M	Indirect	By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004
Class A Common Stock	Disposition	2016-05-16	464,402	$117.97	33,327,729	No	4	S	Indirect	By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004
Class A Common Stock	Disposition	2016-05-16	164,117	$118.59	33,163,612	No	4	S	Indirect	By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004
Class A Common Stock	Disposition	2016-05-16	19,908	$119.42	33,143,704	No	4	S	Indirect	By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004
Class A Common Stock	Disposition	2016-05-16	740,177	$117.96	32,403,527	No	4	S	Indirect	By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004
Class A Common Stock	Disposition	2016-05-16	661,853	$118.65	31,741,674	No	4	S	Indirect	By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004
Class A Common Stock	Disposition	2016-05-16	32,500	$119.41	31,709,174	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	4	J	Indirect	By Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust V U/A/D 4/29/2015
No	4	J	Indirect	By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004
No	4	M	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
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
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

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Restricted Stock Units (RSU) (Class A)	Disposition	2016-05-15	1,242,673	$0.00	1,242,673	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
16,983,204		2024-11-16	No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	3,500,000	Indirect	By Jan Koum and BNY Mellon Trust of Delaware Co-Trustees of The Jan Koum Trust VIII U/A/D 1/29/2016
Class A Common Stock	2,242,343	Indirect	By Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust IV U/A/D 2/4/2015
Class A Common Stock	3,500,000	Indirect	By Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VI U/A/D 8/5/2015
Class A Common Stock	3,500,000	Indirect	By Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VII U/A/D 10/20/2015
Class A Common Stock	141,489	Indirect	By Jan Koum, Trustee of The Jan Koum Trust II U/A/D 8/5/2014
Class A Common Stock	2,528,672	Indirect	By Jan Koum, Trustee of The Jan Koum Trust III U/A/D 10/9/2014
Class A Common Stock	3,500,000	Indirect	By Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust IX U/A/D 4/13/2016

Footnotes

Represents the transfer of shares from Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust V U/A/D 4/29/2015 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 V U/A/D 4/29/2015.
Shares held of record by Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004.
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 award agreements 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 $117.37 to $118.365 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 $118.37 to $119.36 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 $119.37 to $119.56 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 $117.36 to $118.355 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 $118.36 to $119.35 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 $119.36 to $119.56 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 Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VIII U/A/D 1/29/2016.
Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust IV U/A/D 2/4/2015.
Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VI U/A/D 8/5/2015.
Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VII U/A/D 10/20/2015.
Shares held of record by Jan Koum, Trustee of The Jan Koum Trust II U/A/D 8/5/2014.
Shares held of record by Jan Koum, Trustee of The Jan Koum Trust III U/A/D 10/9/2014.
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.
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.