Filing Details
- Accession Number:
- 0001127602-16-067681
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2016-11-17 21:52:54
- Reporting Period:
- 2016-11-09
- Filing Date:
- 2016-11-17
- Accepted Time:
- 2016-11-17 21:52:54
- 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
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Disposition | 2016-11-09 | 1,314,746 | $0.00 | 1,213,926 | No | 4 | J | Indirect | By Jan Koum, Trustee of The Jan Koum Trust III U/A/D 10/9/2014 |
| Class A Common Stock | Acquisiton | 2016-11-09 | 1,314,746 | $0.00 | 1,314,746 | No | 4 | J | Indirect | By Jan Koum, Trustee of The Jan Koum Family Trust U/A/D 4/29/2014 |
| Class A Common Stock | Disposition | 2016-11-09 | 1,213,926 | $0.00 | 0 | No | 4 | J | Indirect | By Jan Koum, Trustee of The Jan Koum Trust III U/A/D 10/9/2014 |
| Class A Common Stock | Acquisiton | 2016-11-09 | 1,213,926 | $0.00 | 11,760,770 | No | 4 | J | Indirect | By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 |
| Class A Common Stock | Disposition | 2016-11-14 | 1,439,735 | $0.00 | 2,060,265 | No | 4 | J | 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 | Acquisiton | 2016-11-14 | 1,439,735 | $0.00 | 13,200,505 | No | 4 | J | Indirect | By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 |
| Class A Common Stock | Acquisiton | 2016-11-15 | 1,242,673 | $0.00 | 14,443,178 | No | 4 | M | Indirect | By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 |
| Class A Common Stock | Disposition | 2016-11-15 | 87,030 | $116.47 | 14,356,148 | No | 4 | S | Indirect | By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 |
| Class A Common Stock | Disposition | 2016-11-15 | 391,119 | $117.31 | 13,965,029 | No | 4 | S | Indirect | By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 |
| Class A Common Stock | Disposition | 2016-11-15 | 170,278 | $118.07 | 13,794,751 | 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, Trustee of The Jan Koum Trust III U/A/D 10/9/2014 |
| No | 4 | J | Indirect | By Jan Koum, Trustee of The Jan Koum Family Trust U/A/D 4/29/2014 |
| No | 4 | J | Indirect | By Jan Koum, Trustee of The Jan Koum Trust III U/A/D 10/9/2014 |
| No | 4 | J | Indirect | By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 |
| No | 4 | J | Indirect | By Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VII U/A/D 10/20/2015 |
| 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 |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | Restricted Stock Units (RSU) (Class A) | Disposition | 2016-11-15 | 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 |
|---|---|---|---|---|---|---|
| 14,497,857 | 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 | 2,370,448 | 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 | 2,236,923 | 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 IX U/A/D 4/13/2016 |
Footnotes
- Represents a transfer of shares from Jan Koum, Trustee of The Jan Koum Trust III U/A/D 10/9/2014 to Jan Koum, Trustee of The Jan Koum Family Trust U/A/D 4/29/2014.
- 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 The Jan Koum Family Trust U/A/D 4/29/2014. The reporting person exercises voting and dispositive power over these shares, but has no pecuniary interest in these shares.
- Represents a transfer of shares from Jan Koum, Trustee of The Jan Koum Trust III U/A/D 10/9/2014 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, Trustee of The Butterfly Trust U/A/D 1/20/2004.
- Represents a transfer of shares from Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VII U/A/D 10/20/2015 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 VII U/A/D 10/20/2015.
- 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 $115.87 to $116.865 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 $116.87 to $117.865 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 $117.87 to $118.45 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 V U/A/D 4/29/2015.
- 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 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.
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