Form 4 Facebook Inc For: Oct 22 Filed by: Zuckerberg Mark

October 23, 2019 8:12 PM
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Zuckerberg Mark

(Last) (First) (Middle)
C/O FACEBOOK, INC.
1601 WILLOW ROAD

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Facebook Inc [ FB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
COB and CEO
3. Date of Earliest Transaction (Month/Day/Year)
10/22/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 10/22/2019 S (1) 289 D $ 182.1254 (2) 89,366 I By Chan Zuckerberg Advocacy (3)
Class A Common Stock 10/22/2019 S (1) 2,522 D $ 183.3996 (4) 86,844 I By Chan Zuckerberg Advocacy (3)
Class A Common Stock 10/22/2019 S (1) 690 D $ 184.3987 (5) 86,154 I By Chan Zuckerberg Advocacy (3)
Class A Common Stock 10/22/2019 S (1) 527 D $ 185.4465 (6) 85,627 I By Chan Zuckerberg Advocacy (3)
Class A Common Stock 10/22/2019 S (1) 289 D $ 186.746 (7) 85,338 I By Chan Zuckerberg Advocacy (3)
Class A Common Stock 10/22/2019 S (1) 621 D $ 188.868 (8) 84,717 I By Chan Zuckerberg Advocacy (3)
Class A Common Stock 10/22/2019 S (1) 2,562 D $ 189.9133 (9) 82,155 I By Chan Zuckerberg Advocacy (3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The sales reported were effected by Chan Zuckerberg Advocacy pursuant to its Rule 10b5-1 trading plan.
2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $182.005 to $182.25 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.
3. 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.
4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $183.065 to $183.97 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.
5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $184.195 to $184.73 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.
6. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $185.265 to $185.585 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.
7. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $186.455 to $186.90 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.
8. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $188.45 to $189.19 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.
9. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $189.50 to $190.275 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.
Remarks:
Two of two Forms 4 being filed to report transactions by the reporting person occurring on October 22, 2019. The holdings for the Chan Zuckerberg Foundation, CZI Holdings, LLC, The Mark Zuckerberg 2014 GRAT No. 2 dated 5/8/2014, The Mark Zuckerberg 2014 GRAT No. 3 dated 5/8/2014, and The Mark Zuckerberg Trust dated July 7, 2006 are reported on Form 1 of 2.
/s/ Michael Johnson as attorney-in-fact for Mark Zuckerberg 10/23/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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