Form Type: 4

SEC EDGAR Link
Acccession Number:0001127602-19-029124
Date:2019-09-25
Issuer: FACEBOOK INC (FB)
Original Submission Date:

Reporting Person:

ZUCKERBERG MARK
C/O FACEBOOK, INC.
1601 WILLOW ROAD MENLO PARK, CA 94025

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2019-09-25 S 6,207 d $178.57 7,016,683 indirect f3
CLASS A COMMON STOCK 2019-09-25 S 25,015 d $179.60 6,991,668 indirect f3
CLASS A COMMON STOCK 2019-09-25 S 17,143 d $180.43 6,974,525 indirect f3
CLASS A COMMON STOCK 2019-09-25 S 15,915 d $181.52 6,958,610 indirect f3
CLASS A COMMON STOCK 2019-09-25 S 21,933 d $182.69 6,936,677 indirect f3
CLASS A COMMON STOCK 2019-09-25 S 3,787 d $183.12 6,932,890 indirect f3
CLASS A COMMON STOCK 2019-09-25 C 17,500 a $0.00 17,500 indirect f9
CLASS A COMMON STOCK 2019-09-25 S 1,614 d $178.69 15,886 indirect f9
CLASS A COMMON STOCK 2019-09-25 S 5,569 d $179.74 10,317 indirect f9
CLASS A COMMON STOCK 2019-09-25 S 2,749 d $180.74 7,568 indirect f9
CLASS A COMMON STOCK 2019-09-25 S 3,222 d $181.68 4,346 indirect f9
CLASS A COMMON STOCK 2019-09-25 S 4,346 d $182.84 0 indirect f9
CLASS A COMMON STOCK 2019-09-25 S 865 d $179.57 147,951 indirect f17
CLASS A COMMON STOCK 2019-09-25 S 479 d $181.68 147,472 indirect f17
CLASS A COMMON STOCK 2019-09-25 S 406 d $182.88 147,066 indirect f17
CLASS A COMMON STOCK 2019-09-25 S 229 d $178.71 189,702 indirect f21
CLASS A COMMON STOCK 2019-09-25 S 853 d $179.83 188,849 indirect f21
CLASS A COMMON STOCK 2019-09-25 S 482 d $181.60 188,367 indirect f21
CLASS A COMMON STOCK 2019-09-25 S 586 d $182.79 187,781 indirect f21
CLASS A COMMON STOCK 2019-09-25 S 568 d $178.68 223,801 indirect f27
CLASS A COMMON STOCK 2019-09-25 S 2,637 d $179.73 221,164 indirect f27
CLASS A COMMON STOCK 2019-09-25 S 1,021 d $180.95 220,143 indirect f27
CLASS A COMMON STOCK 2019-09-25 S 1,191 d $181.98 218,952 indirect f27
CLASS A COMMON STOCK 2019-09-25 S 1,683 d $182.83 217,269 indirect f27
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
CLASS B COMMON STOCK 0.0 2019-09-25 deemed execution date C 17,500 (d) class a common stock 17,500 $0.00 356,976,121 indirect by czi holdings, llc
CLASS B COMMON STOCK 0.0 deemed execution date 0 ( ) class a common stock 1,908,602 $0.00 1,908,602 indirect by chan zuckerberg foundation
CLASS B COMMON STOCK 0.0 deemed execution date 0 ( ) class a common stock 5,676,058 $0.00 5,676,058 indirect by mark zuckerberg, trustee of the mark zuckerberg trust dated july 7, 2006
Footnotes
IDfootnote
f1 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.
f2 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $177.98 to $178.96 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.
f3 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.
f4 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $178.99 to $179.985 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.
f5 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $179.99 to $180.95 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.
f6 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $181.00 to $181.96 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.
f7 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $182.00 to $182.995 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.
f8 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $183.00 to $183.415 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.
f9 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.
f10 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $178.235 to $179.23 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.
f11 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $179.25 to $180.245 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.
f12 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $180.28 to $181.225 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.
f13 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $181.345 to $182.34 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.
f14 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $182.345 to $183.215 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.
f15 the sales reported were effected by mark zuckerberg, trustee of the mark zuckerberg 2014 grat no. 2, dated 5/8/2014 and mark zuckerberg, trustee of the mark zuckerberg 2014 grat no. 3, dated 5/8/2014, as applicable, pursuant to their rule 10b5-1 trading plans.
f16 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $179.15 to $180.065 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.
f17 shares held of record by mark zuckerberg, trustee of the mark zuckerberg 2014 grat no. 2, dated 5/8/2014.
f18 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $181.43 to $182.135 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.
f19 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $182.705 to $183.08 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.
f20 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $178.44 to $179.03 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.
f21 shares held of record by mark zuckerberg, trustee of the mark zuckerberg 2014 grat no. 3, dated 5/8/2014.
f22 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $179.525 to $180.165 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.
f23 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $181.37 to $182.135 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.
f24 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $182.55 to $182.985 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.
f25 the sales reported were effected by chan zuckerberg advocacy pursuant to its rule 10b5-1 trading plan.
f26 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $178.215 to $178.99 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.
f27 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.
f28 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $179.46 to $180.175 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.
f29 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $180.465 to $181.45 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.
f30 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $181.51 to $182.475 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.
f31 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $182.515 to $183.165 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.
f32 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.
f33 shares held of record by mark zuckerberg, trustee of the 2006 trust.

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