Filing Details
- Accession Number:
- 0001127602-18-007407
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2018-02-20 21:14:39
- Reporting Period:
- 2018-02-15
- Accepted Time:
- 2018-02-20 21:14:39
- 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
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Acquisiton | 2018-02-15 | 26,940 | $0.00 | 26,940 | No | 4 | C | Indirect | The Clover Irrevocable Nonexempt Trust u/a/d 6/27/11 |
| Class A Common Stock | Disposition | 2018-02-15 | 5,350 | $177.84 | 21,590 | No | 4 | S | Indirect | The Clover Irrevocable Nonexempt Trust u/a/d 6/27/11 |
| Class A Common Stock | Disposition | 2018-02-15 | 13,752 | $178.87 | 7,838 | No | 4 | S | Indirect | The Clover Irrevocable Nonexempt Trust u/a/d 6/27/11 |
| Class A Common Stock | Disposition | 2018-02-15 | 7,238 | $179.61 | 600 | No | 4 | S | Indirect | The Clover Irrevocable Nonexempt Trust u/a/d 6/27/11 |
| Class A Common Stock | Disposition | 2018-02-15 | 600 | $180.37 | 0 | No | 4 | S | Indirect | The Clover Irrevocable Nonexempt Trust u/a/d 6/27/11 |
| Class A Common Stock | Acquisiton | 2018-02-15 | 86,584 | $0.00 | 468,105 | No | 4 | C | Direct | |
| Class A Common Stock | Disposition | 2018-02-15 | 42,929 | $179.52 | 425,176 | No | 4 | F | Direct | |
| Class A Common Stock | Acquisiton | 2018-02-15 | 34,122 | $0.00 | 459,298 | No | 4 | C | Direct | |
| Class A Common Stock | Disposition | 2018-02-15 | 16,918 | $179.52 | 442,380 | No | 4 | F | Direct | |
| Class A Common Stock | Acquisiton | 2018-02-15 | 26,847 | $0.00 | 469,227 | No | 4 | M | Direct | |
| Class A Common Stock | Disposition | 2018-02-15 | 13,311 | $179.52 | 455,916 | No | 4 | F | Direct | |
| Class A Common Stock | Acquisiton | 2018-02-15 | 10,023 | $0.00 | 465,939 | No | 4 | M | Direct | |
| Class A Common Stock | Disposition | 2018-02-15 | 4,970 | $179.52 | 460,969 | No | 4 | F | Direct | |
| Class A Common Stock | Acquisiton | 2018-02-15 | 8,254 | $0.00 | 469,223 | No | 4 | M | Direct | |
| Class A Common Stock | Disposition | 2018-02-15 | 4,093 | $179.52 | 465,130 | No | 4 | F | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | C | Indirect | The Clover Irrevocable Nonexempt Trust u/a/d 6/27/11 |
| No | 4 | S | Indirect | The Clover Irrevocable Nonexempt Trust u/a/d 6/27/11 |
| No | 4 | S | Indirect | The Clover Irrevocable Nonexempt Trust u/a/d 6/27/11 |
| No | 4 | S | Indirect | The Clover Irrevocable Nonexempt Trust u/a/d 6/27/11 |
| No | 4 | S | Indirect | The Clover Irrevocable Nonexempt Trust u/a/d 6/27/11 |
| 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 | |
| No | 4 | M | Direct | |
| No | 4 | F | Direct |
Reported Derivative Transactions
| 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 | 2018-02-15 | 26,940 | $0.00 | 26,940 | $1.85 |
| Class A Common Stock | Class B Common Stock | Acquisiton | 2018-02-15 | 26,940 | $0.00 | 26,940 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2018-02-15 | 26,940 | $0.00 | 26,940 | $0.00 |
| Class B Common Stock | Restricted Stock Unit (RSU) (Class B) | Disposition | 2018-02-15 | 86,584 | $0.00 | 86,584 | $0.00 |
| Class A Common Stock | Class B Common Stock | Acquisiton | 2018-02-15 | 86,584 | $0.00 | 86,584 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2018-02-15 | 86,584 | $0.00 | 86,584 | $0.00 |
| Class B Common Stock | Restricted Stock Unit (RSU) (Class B) | Disposition | 2018-02-15 | 34,122 | $0.00 | 34,122 | $0.00 |
| Class A Common Stock | Class B Common Stock | Acquisiton | 2018-02-15 | 34,122 | $0.00 | 34,122 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2018-02-15 | 34,122 | $0.00 | 34,122 | $0.00 |
| Class A Common Stock | Restricted Stock Units (RSU) (Class A) | Disposition | 2018-02-15 | 26,847 | $0.00 | 26,847 | $0.00 |
| Class A Common Stock | Restricted Stock Units (RSU) (Class A) | Disposition | 2018-02-15 | 10,023 | $0.00 | 10,023 | $0.00 |
| Class A Common Stock | Restricted Stock Units (RSU) (Class A) | Disposition | 2018-02-15 | 8,254 | $0.00 | 8,254 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 0 | 2019-01-11 | No | 4 | M | Indirect | |
| 26,940 | No | 4 | M | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 86,584 | 2020-08-25 | No | 4 | M | Direct | |
| 86,584 | No | 4 | M | Direct | ||
| 0 | No | 4 | C | Direct | ||
| 68,245 | 2022-05-02 | No | 4 | M | Direct | |
| 34,122 | No | 4 | M | Direct | ||
| 0 | No | 4 | C | Direct | ||
| 402,706 | 2023-05-05 | No | 4 | M | Direct | |
| 80,180 | 2024-03-16 | No | 4 | M | Direct | |
| 99,053 | 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 | 391,998 | Indirect | By The HS Trust U/A/D 9/28/2011 |
| 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 T. Schroepfer and Erin Hoffmann, Co-Trustees of The Clover Irrevocable Nonexempt Trust U/A/D 6/27/11.
- 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 $177.32 to $178.22 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 $178.33 to $179.32 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.
- The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $179.35 to $180.30 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 $180.35 to $180.38 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 and Erin Hoffmann, Co-Trustees of The HS Trust U/A/D 9/28/2011.
- 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 was 100% vested on August 13, 2013.
- 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.
- 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 November 15, 2017, subject to continued service through each vesting date.
- 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.
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