Form Type: 4

SEC EDGAR Link
Acccession Number:0001127602-19-029122
Date:2019-09-24
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 2019-09-24 S 23,128 d $181.13 7,091,997 indirect f3
CLASS A COMMON STOCK 2019-09-24 S 12,848 d $181.85 7,079,149 indirect f3
CLASS A COMMON STOCK 2019-09-24 S 3,052 d $182.99 7,076,097 indirect f3
CLASS A COMMON STOCK 2019-09-24 S 3,324 d $184.45 7,072,773 indirect f3
CLASS A COMMON STOCK 2019-09-24 S 12,330 d $185.22 7,060,443 indirect f3
CLASS A COMMON STOCK 2019-09-24 S 20,660 d $186.30 7,039,783 indirect f3
CLASS A COMMON STOCK 2019-09-24 S 14,377 d $186.98 7,025,406 indirect f3
CLASS A COMMON STOCK 2019-09-24 S 2,516 d $187.92 7,022,890 indirect f3
CLASS A COMMON STOCK 2019-09-24 C 18,159 a $0.00 18,159 indirect f11
CLASS A COMMON STOCK 2019-09-24 S 3,980 d $181.01 14,179 indirect f11
CLASS A COMMON STOCK 2019-09-24 S 3,187 d $181.81 10,992 indirect f11
CLASS A COMMON STOCK 2019-09-24 S 302 d $183.08 10,690 indirect f11
CLASS A COMMON STOCK 2019-09-24 S 687 d $184.21 10,003 indirect f11
CLASS A COMMON STOCK 2019-09-24 S 2,607 d $185.27 7,396 indirect f11
CLASS A COMMON STOCK 2019-09-24 S 4,727 d $186.39 2,669 indirect f11
CLASS A COMMON STOCK 2019-09-24 S 2,396 d $187.08 273 indirect f11
CLASS A COMMON STOCK 2019-09-24 S 273 d $187.99 0 indirect f11
CLASS A COMMON STOCK 2019-09-24 S 686 d $181.41 149,980 indirect f22
CLASS A COMMON STOCK 2019-09-24 S 100 d $182.15 149,880 indirect f22
CLASS A COMMON STOCK 2019-09-24 S 186 d $184.60 149,694 indirect f22
CLASS A COMMON STOCK 2019-09-24 S 430 d $186.01 149,264 indirect f22
CLASS A COMMON STOCK 2019-09-24 S 326 d $186.80 148,938 indirect f22
CLASS A COMMON STOCK 2019-09-24 S 122 d $188.00 148,816 indirect f22
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 2019-09-24 deemed execution date C 18,159 (d) class a common stock 18,159 $0.00 356,993,621 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 $180.525 to $181.52 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 $181.525 to $182.47 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 $182.565 to $183.44 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 $183.69 to $184.68 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 $184.70 to $185.69 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 $185.70 to $186.695 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 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $186.70 to $187.65 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.
f10 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $187.74 to $188.005 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 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.
f12 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $180.46 to $181.42 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 $181.46 to $182.415 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.
f14 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $182.595 to $183.115 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 reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $183.655 to $184.645 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.
f16 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $184.72 to $185.71 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 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $185.765 to $186.755 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.
f18 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $186.86 to $187.645 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 $187.925 to $188.00 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 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.
f21 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $180.99 to $181.76 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.
f22 shares held of record by mark zuckerberg, trustee of the mark zuckerberg 2014 grat no. 2, dated 5/8/2014.
f23 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $184.525 to $184.665 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 $185.565 to $186.335 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 reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $186.64 to $187.05 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.
f26 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.
f27 shares held of record by mark zuckerberg, trustee of the 2006 trust.

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