Home > Insider Trading > Filing (0001127602-18-025033)

Filing Details

Accession Number:: 0001127602-18-025033
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-08-08 20:46:51
Reporting Period:: 2018-08-08

Accepted Time:: 2018-08-08 20:46:51
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
1548760	Mark Zuckerberg	C/O Facebook, Inc. 1601 Willow Road Menlo Park CA 94025	Cob And Ceo	Yes	Yes	Yes	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	Disposition	2018-08-08	17,716	$184.50	12,639,802	No	4	S	Indirect	By Chan Zuckerberg Foundation
Class A Common Stock	Disposition	2018-08-08	49,283	$185.50	12,590,519	No	4	S	Indirect	By Chan Zuckerberg Foundation
Class A Common Stock	Disposition	2018-08-08	23,001	$186.09	12,567,518	No	4	S	Indirect	By Chan Zuckerberg Foundation
Class A Common Stock	Acquisiton	2018-08-08	120,000	$0.00	120,000	No	4	C	Indirect	By CZI Holdings, LLC
Class A Common Stock	Disposition	2018-08-08	23,722	$184.50	96,278	No	4	S	Indirect	By CZI Holdings, LLC
Class A Common Stock	Disposition	2018-08-08	65,578	$185.50	30,700	No	4	S	Indirect	By CZI Holdings, LLC
Class A Common Stock	Disposition	2018-08-08	30,700	$186.09	0	No	4	S	Indirect	By CZI Holdings, LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	By Chan Zuckerberg Foundation
No	4	S	Indirect	By Chan Zuckerberg Foundation
No	4	S	Indirect	By Chan Zuckerberg Foundation
No	4	C	Indirect	By CZI Holdings, LLC
No	4	S	Indirect	By CZI Holdings, LLC
No	4	S	Indirect	By CZI Holdings, LLC
No	4	S	Indirect	By CZI Holdings, LLC

Reported Derivative Transactions

Show Other Fields >>

Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B Common Stock	Disposition	2018-08-08	120,000	$0.00	120,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
361,403,523			No	4	C	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	286,066	Indirect	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014
Class A Common Stock	355,631	Indirect	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014
Class A Common Stock	206,000	Indirect	By Chan Zuckerberg Advocacy

Reported Derivative Holdings

Show Other Fields >>

Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Class A Common Stock	Class B Common Stock	$0.00			1,908,602	1,908,602	Indirect
Class A Common Stock	Class B Common Stock	$0.00			5,676,058	5,676,058	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	1,908,602	1,908,602	Indirect
	5,676,058	5,676,058	Indirect

Footnotes

The sales reported were effected by Mark Zuckerberg, Trustee and Settlor of the Chan Zuckerberg Foundation ("CZ Foundation") and CZI Holdings, LLC ("CZI"), as applicable, pursuant to their Rule 10b5-1 trading plans. These sales are part of the plan Mr. Zuckerberg announced in September 2017 to sell 35 million to 75 million Facebook shares over approximately 18 months from the date of that announcement in order to fund the philanthropic initiatives of Mr. Zuckerberg and his wife, Priscilla Chan, in education, science and advocacy.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $183.85 to $184.84 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.
Shares held of record by CZ Foundation. The reporting person is deemed to have voting and investment power over the shares held by CZ Foundation, but has no pecuniary interest in these shares.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $184.85 to $185.84 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 $185.85 to $186.79 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.
Shares held of record by CZI. Mark Zuckerberg, Trustee of The Mark Zuckerberg Trust dated July 7, 2006 ("2006 Trust") is the sole member of CZI. Mr. Zuckerberg is the sole trustee of the 2006 Trust and, therefore, is deemed to have sole voting and investment power over the securities held by CZI.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $183.85 to $184.84 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 $184.85 to $185.84 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 $185.85 to $186.79 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.
Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 2, dated 5/8/2014.
Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 3, dated 5/8/2014.
Shares held of record by Chan Zuckerberg Advocacy. The reporting person is deemed to have voting and investment power over the shares held by Chan Zuckerberg Advocacy, but has no pecuniary interest in these shares.
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.
Shares held of record by Mark Zuckerberg, Trustee of the 2006 Trust.