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Filing Details

Accession Number:: 0001127602-17-032514
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-11-16 20:17:09
Reporting Period:: 2017-11-14

Accepted Time:: 2017-11-16 20:17:09
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

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2017-11-14	66,256	$0.00	345,382	No	4	C	Indirect	By The HS Trust U/A/D 9/28/2011
Class A Common Stock	Disposition	2017-11-14	18,904	$178.02	326,478	No	4	S	Indirect	By The HS Trust U/A/D 9/28/2011
Class A Common Stock	Disposition	2017-11-14	19,139	$178.49	307,339	No	4	S	Indirect	By The HS Trust U/A/D 9/28/2011
Class A Common Stock	Acquisiton	2017-11-15	86,584	$0.00	586,643	No	4	C	Direct
Class A Common Stock	Disposition	2017-11-15	45,180	$178.07	541,463	No	4	F	Direct
Class A Common Stock	Acquisiton	2017-11-15	34,123	$0.00	575,586	No	4	C	Direct
Class A Common Stock	Disposition	2017-11-15	17,806	$178.07	557,780	No	4	F	Direct
Class A Common Stock	Acquisiton	2017-11-15	10,022	$0.00	567,802	No	4	M	Direct
Class A Common Stock	Disposition	2017-11-15	5,230	$178.07	562,572	No	4	F	Direct
Class A Common Stock	Acquisiton	2017-11-15	8,255	$0.00	570,827	No	4	M	Direct
Class A Common Stock	Disposition	2017-11-15	4,308	$178.07	566,519	No	4	F	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	By The HS Trust U/A/D 9/28/2011
No	4	S	Indirect	By The HS Trust U/A/D 9/28/2011
No	4	S	Indirect	By The HS Trust U/A/D 9/28/2011
No	4	C	Direct
No	4	F	Direct
No	4	C	Direct
No	4	F	Direct
No	4	M	Direct
No	4	F	Direct
No	4	M	Direct
No	4	F	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	Stock Option (Right to Buy Class B Common Stock)	Disposition	2017-11-14	66,256	$0.00	66,256	$2.95
Class A Common Stock	Class B Common Stock	Acquisiton	2017-11-14	66,256	$0.00	66,256	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2017-11-14	66,256	$0.00	66,256	$0.00
Class B Common Stock	Restricted Stock Unit (RSU) (Class B)	Disposition	2017-11-15	86,584	$0.00	86,584	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2017-11-15	86,584	$0.00	86,584	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2017-11-15	86,584	$0.00	86,584	$0.00
Class B Common Stock	Restricted Stock Unit (RSU) (Class B)	Disposition	2017-11-15	34,123	$0.00	34,123	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2017-11-15	34,123	$0.00	34,123	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2017-11-15	34,123	$0.00	34,123	$0.00
Class A Common Stock	Restricted Stock Units (RSU) (Class A)	Disposition	2017-11-15	10,022	$0.00	10,022	$0.00
Class A Common Stock	Restricted Stock Units (RSU) (Class A)	Disposition	2017-11-15	8,255	$0.00	8,255	$0.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
861,305	2019-08-18	No	4	M	Indirect
66,256		No	4	M	Indirect
0		No	4	C	Indirect
173,168	2020-08-25	No	4	M	Direct
86,584		No	4	M	Direct
0		No	4	C	Direct
102,367	2022-05-02	No	4	M	Direct
34,123		No	4	M	Direct
0		No	4	C	Direct
90,203	2024-03-16	No	4	M	Direct
107,307	2025-03-15	No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	30,121	Indirect	By The Erin Hoffmann 2017 Annuity Trust U/A/D 6/29/2017
Class A Common Stock	30,121	Indirect	By The Michael Schroepfer 2017 Annuity Trust U/A/D 6/29/2017

Footnotes

Represents the number of shares that were acquired upon the conversion of Class B Common Stock to Class A Common Stock in connection with the exercise of the stock options listed in Table II.
Shares held of record by Michael Schroepfer and Erin Hoffmann, Co-Trustees of The HS Trust U/A/D 9/28/2011.
The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the holder.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $177.31 to $178.29 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.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.32 to $178.89 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.
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 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 RSUs and does not represent a sale by the reporting person.
Shares held of record by Erin Hoffmann, Trustee of The Erin Hoffmann 2017 Annuity Trust U/A/D 6/29/2017, a grantor retained annuity trust for the benefit of the reporting person's spouse.
Shares held of record by Michael Schroepfer, Trustee of The Michael Schroepfer 2017 Annuity Trust U/A/D 6/29/2017, a grantor retained annuity trust for the benefit of the reporting person.
The option vested as to 1/5th of the total shares on July 15, 2010, after which 1/60th of the total shares vest monthly, subject to continued service through each vesting date. In connection with certain estate planning transfers, the reporting person transferred vested shares underlying the option to Michael Schroepfer and Erin Hoffman, Co-Trustees of The HS Trust U/A/D 9/28/11.
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.
Options held of record by Michael Schroepfer and Erin Hoffmann, Co-Trustees of The HS Trust U/A/D 9/28/2011.
The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.
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 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 RSUs vest as to 1/16th of the total shares quarterly, beginning on May 15, 2017, subject to continued service through each vesting date.