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Filing Details

Accession Number:: 0001127602-16-060552
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-08-17 18:23:35
Reporting Period:: 2016-08-15

Filing Date:: 2016-08-17
Accepted Time:: 2016-08-17 18:23:35
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

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Class A Common Stock	Acquisiton	2016-08-15	86,585	$0.00	675,116	No	4	C	Direct
Class A Common Stock	Acquisiton	2016-08-15	34,122	$0.00	709,238	No	4	C	Direct
Class A Common Stock	Acquisiton	2016-08-15	10,023	$0.00	719,261	No	4	M	Direct
Class A Common Stock	Disposition	2016-08-15	66,017	$124.06	653,244	No	4	S	Direct
Class A Common Stock	Disposition	2016-08-15	2,200	$124.84	651,044	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	C	Direct
No	4	C	Direct
No	4	M	Direct
No	4	S	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class B Common Stock	Restricted Stock Unit (RSU) (Class B)	Disposition	2016-08-15	86,585	$0.00	86,585	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2016-08-15	86,585	$0.00	86,585	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2016-08-15	86,585	$0.00	86,585	$0.00
Class B Common Stock	Restricted Stock Unit (RSU) (Class B)	Disposition	2016-08-15	34,122	$0.00	34,122	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2016-08-15	34,122	$0.00	34,122	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2016-08-15	34,122	$0.00	34,122	$0.00
Class A Common Stock	Restricted Stock Units (RSU) (Class A)	Disposition	2016-08-15	10,023	$0.00	10,023	$0.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
606,090	2020-08-25	No	4	M	Direct
86,585		No	4	M	Direct
0		No	4	C	Direct
272,979	2022-05-02	No	4	M	Direct
34,122		No	4	M	Direct
0		No	4	C	Direct
140,315	2024-03-16	No	4	M	Direct

Reported Derivative Holdings

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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 $123.71 to $124.70 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 $124.71 to $124.91 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.
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.
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 May 15, 2016, subject to continued service through each vesting date.
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.