Form Type: 4

SEC EDGAR Link
Acccession Number:0001127602-19-032078
Date:2019-11-05
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 2019-11-05 S 81,872 d $194.19 4,274,659 indirect f3
CLASS A COMMON STOCK 2019-11-05 S 13,836 d $195.13 4,260,823 indirect f3
CLASS A COMMON STOCK 2019-11-05 S 260 d $195.67 4,260,563 indirect f3
CLASS A COMMON STOCK 2019-11-05 C 404,824 a $0.00 404,824 indirect f6
CLASS A COMMON STOCK 2019-11-05 G 103,000 d $0.00 301,824 indirect f6
CLASS A COMMON STOCK 2019-11-05 G 103,000 a $0.00 116,055 indirect f7
CLASS A COMMON STOCK 2019-11-05 G 282,600 d $0.00 19,224 indirect f6
CLASS A COMMON STOCK 2019-11-05 S 16,934 d $194.21 2,290 indirect f6
CLASS A COMMON STOCK 2019-11-05 S 2,290 d $195.22 0 indirect f6
CLASS A COMMON STOCK 2019-11-05 S 1,576 d $194.22 95,083 indirect f13
CLASS A COMMON STOCK 2019-11-05 S 474 d $195.30 94,609 indirect f13
CLASS A COMMON STOCK 2019-11-05 S 1,928 d $194.26 124,481 indirect f16
CLASS A COMMON STOCK 2019-11-05 S 522 d $195.34 123,959 indirect f16
CLASS A COMMON STOCK 2019-11-05 S 6,301 d $194.20 109,754 indirect f7
CLASS A COMMON STOCK 2019-11-05 S 1,999 d $195.32 107,755 indirect f7
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 2019-11-05 deemed execution date C 404,824 (d) class a common stock 404,824 $0.00 356,060,925 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 $193.67 to $194.615 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 $194.67 to $195.60 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 $195.67 to $195.735 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 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.
f7 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.
f8 represents shares of class a common stock that czi donated as a gift to silicon valley community foundation ("svcf"). neither czi nor the reporting person exercises voting or investment control, directly or indirectly, over svcf or any of its affiliates, or over the donated shares following this transfer. neither czi nor the reporting person has any pecuniary interest in any shares held by svcf.
f9 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $193.80 to $194.78 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 $194.85 to $195.54 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 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.
f12 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $193.845 to $194.67 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 shares held of record by mark zuckerberg, trustee of the mark zuckerberg 2014 grat no. 2, dated 5/8/2014.
f14 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $195.14 to $195.37 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 $193.94 to $194.68 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.
f16 shares held of record by mark zuckerberg, trustee of the mark zuckerberg 2014 grat no. 3, dated 5/8/2014.
f17 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $194.965 to $195.735 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 chan zuckerberg advocacy pursuant to its rule 10b5-1 trading plan.
f19 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $193.72 to $194.53 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 $194.775 to $195.55 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.
f21 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.
f22 shares held of record by mark zuckerberg, trustee of the 2006 trust.

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