Filing Details

Accession Number:
0001127602-17-025978
Form Type:
4
Zero Holdings:
No
Publication Time:
2017-08-17 20:27:48
Reporting Period:
2017-08-15
Filing Date:
2017-08-17
Accepted Time:
2017-08-17 20:27:48
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 2017-08-10 1,110,879 $0.00 1,126,044 No 5 J 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 Acquisiton 2017-08-10 1,110,879 $0.00 9,501,833 No 5 J Indirect By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004
Class A Common Stock Acquisiton 2017-08-10 1,126,044 $0.00 3,451,985 No 5 J Indirect By BNY Mellon Trust of Delaware, Trustee of The Jan Koum Family Trust II U/A/D 2/4/2015
Class A Common Stock Disposition 2017-08-10 1,126,044 $0.00 0 No 5 J 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 Acquisiton 2017-08-15 1,242,673 $0.00 10,744,506 No 4 M Indirect By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004
Class A Common Stock Disposition 2017-08-15 648,427 $170.75 10,096,079 No 4 F Indirect By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004
Class A Common Stock Disposition 2017-08-16 2,259,000 $170.05 7,837,079 No 4 S Indirect By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004
Class A Common Stock Disposition 2017-08-16 688,985 $170.53 7,148,094 No 4 S Indirect By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004
Class A Common Stock Disposition 2017-08-16 5,507 $171.28 7,142,587 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 5 J Indirect By Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VI U/A/D 8/5/2015
No 5 J Indirect By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004
No 5 J Indirect By BNY Mellon Trust of Delaware, Trustee of The Jan Koum Family Trust II U/A/D 2/4/2015
No 5 J Indirect By Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VI U/A/D 8/5/2015
No 4 M Indirect By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004
No 4 F 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 2017-08-15 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
10,769,837 2024-11-16 No 4 M Direct
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Class A Common Stock 2,060,265 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 2,103,543 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 1,314,746 Indirect By Jan Koum, Trustee of The Jan Koum Family Trust U/A/D 4/29/2014
Class A Common Stock 2,242,880 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
  1. Represents a transfer of shares from Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VI U/A/D 8/5/2015 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.
  2. 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.
  3. Shares held of record by Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004.
  4. Represents a transfer of shares from Jan Koum & BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VI U/A/D 8/5/2015 to BNY Mellon Trust of Delaware TR of The Jan Koum Family Trust II U/A/D 2/4/2015.
  5. Shares held of record by BNY Mellon Trust of Delaware, Trustee of The Jan Koum Family Trust II U/A/D 2/4/2015. The reporting person exercises voting and dispositive powers over these shares, but has no pecuniary interest in these shares.
  6. Represents the number of shares of Class A Common Stock that have been withheld by the issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the Restricted Stock Units ("RSUs") listed in Table II and does not represent a sale by the reporting person.
  7. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the holder.
  8. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $169.26 to $170.2550 per share, inclusive. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
  9. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $170.26 to $171.25 per share, inclusive. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
  10. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $171.265 to $171.32 per share, inclusive. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
  11. 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.
  12. 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.
  13. Shares held of record by Jan Koum, Trustee of The Jan Koum Family Trust U/A/D 4/29/2014. The reporting person exercises voting and dispositive powers over these shares, but has no pecuniary interest in these shares.
  14. 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.
  15. Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.
  16. 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.