Form Type: 4

SEC EDGAR Link
Acccession Number:0001127602-19-031762
Date:2019-10-31
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 2019-10-31 S 21,784 d $191.91 4,631,180 indirect f3
CLASS A COMMON STOCK 2019-10-31 S 36,752 d $192.74 4,594,428 indirect f3
CLASS A COMMON STOCK 2019-10-31 S 19,801 d $193.82 4,574,627 indirect f3
CLASS A COMMON STOCK 2019-10-31 S 4,736 d $194.69 4,569,891 indirect f3
CLASS A COMMON STOCK 2019-10-31 S 7,134 d $195.77 4,562,757 indirect f3
CLASS A COMMON STOCK 2019-10-31 S 5,201 d $196.79 4,557,556 indirect f3
CLASS A COMMON STOCK 2019-10-31 S 1,025 d $197.83 4,556,531 indirect f3
CLASS A COMMON STOCK 2019-10-31 C 19,457 a $0.00 19,457 indirect f10
CLASS A COMMON STOCK 2019-10-31 S 4,897 d $191.95 14,560 indirect f10
CLASS A COMMON STOCK 2019-10-31 S 6,587 d $192.71 7,973 indirect f10
CLASS A COMMON STOCK 2019-10-31 S 4,521 d $193.77 3,452 indirect f10
CLASS A COMMON STOCK 2019-10-31 S 748 d $194.96 2,704 indirect f10
CLASS A COMMON STOCK 2019-10-31 S 1,398 d $195.86 1,306 indirect f10
CLASS A COMMON STOCK 2019-10-31 S 876 d $196.87 430 indirect f10
CLASS A COMMON STOCK 2019-10-31 S 430 d $197.89 0 indirect f10
CLASS A COMMON STOCK 2019-10-31 S 760 d $192.13 101,849 indirect f20
CLASS A COMMON STOCK 2019-10-31 S 414 d $193.03 101,435 indirect f20
CLASS A COMMON STOCK 2019-10-31 S 334 d $194.18 101,101 indirect f20
CLASS A COMMON STOCK 2019-10-31 S 100 d $195.31 101,001 indirect f20
CLASS A COMMON STOCK 2019-10-31 S 316 d $196.60 100,685 indirect f20
CLASS A COMMON STOCK 2019-10-31 S 126 d $197.86 100,559 indirect f20
CLASS A COMMON STOCK 2019-10-31 S 924 d $192.09 132,635 indirect f25
CLASS A COMMON STOCK 2019-10-31 S 601 d $193.28 132,034 indirect f25
CLASS A COMMON STOCK 2019-10-31 S 251 d $194.39 131,783 indirect f25
CLASS A COMMON STOCK 2019-10-31 S 181 d $195.31 131,602 indirect f25
CLASS A COMMON STOCK 2019-10-31 S 493 d $196.91 131,109 indirect f25
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 2019-10-31 deemed execution date C 19,457 (d) class a common stock 19,457 $0.00 356,506,849 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 $191.285 to $192.28 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 $192.29 to $193.27 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 $193.30 to $194.295 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 $194.30 to $195.22 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.
f7 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $195.31 to $196.27 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 $196.31 to $197.285 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 $197.555 to $198.00 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.
f10 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.
f11 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $191.29 to $192.28 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 $192.315 to $193.265 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 $193.355 to $194.23 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.
f14 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $194.475 to $195.405 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 $195.575 to $196.29 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.
f16 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $196.60 to $197.23 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.
f17 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $197.845 to $197.945 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 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.
f19 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $191.665 to $192.55 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 shares held of record by mark zuckerberg, trustee of the mark zuckerberg 2014 grat no. 2, dated 5/8/2014.
f21 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $192.675 to $193.43 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 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $194.065 to $194.36 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 $197.645 to $197.865 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 $191.58 to $192.49 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 shares held of record by mark zuckerberg, trustee of the mark zuckerberg 2014 grat no. 3, dated 5/8/2014.
f26 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $192.775 to $193.595 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 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $193.99 to $194.66 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.
f28 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $196.60 to $197.48 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 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.
f30 shares held of record by mark zuckerberg, trustee of the 2006 trust.

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