Form 4 Facebook Inc For: Nov 15 Filed by: Taylor Susan J.S.

November 19, 2019 8:52 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 *
Taylor Susan J.S.

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Accounting Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/15/2019
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 11/15/2019 M 1,569 A $ 0 2,606 D
Class A Common Stock 11/15/2019 M 680 A $ 0 3,286 D
Class A Common Stock 11/15/2019 M 929 A $ 0 4,215 D
Class A Common Stock 11/15/2019 F 1,577 (1) D $ 193.15 2,638 D
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
Restricted Stock Units (RSU) (Class A) (2) 11/15/2019 M 1,569 (3) 06/14/2027 Class A Common Stock 1,569 $ 0 9,415 D
Restricted Stock Units (RSU) (Class A) (2) 11/15/2019 M 680 (4) 03/19/2028 Class A Common Stock 680 $ 0 6,127 D
Restricted Stock Units (RSU) (Class A) (2) 11/15/2019 M 929 (5) 03/19/2029 Class A Common Stock 929 $ 0 12,082 D
Explanation of Responses:
1. Represents the number of shares of Class A Common Stock that have been withheld by the issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the Restricted Stock Units ("RSUs") and does not represent a sale by the reporting person.
2. Each Restricted Stock Unit ("RSU") represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.
3. The RSUs vest as to 12/48th of the total shares on May 15, 2018 and then an additional 1/16th of the total shares vest quarterly thereafter, subject to continued service through each vesting date.
4. The RSUs shall vest quarterly as to 1/16th of the total shares, commencing the first quarter following February 15, 2018, subject to continued service through each vesting date.
5. The RSUs vest quarterly as to 1/16th of the total RSUs, commencing the first quarter following February 15, 2019, subject to continued service through each vesting date.
/s/ Michael Johnson, attorney-in-fact for Susan Taylor 11/19/2019
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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