Statement of Changes in Beneficial Ownership (4)
October 06 2014 - 7:11PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Koum Jan
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2. Issuer Name
and
Ticker or Trading Symbol
Facebook Inc
[
FB
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O FACEBOOK, INC., 1601 WILLOW ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/6/2014
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(Street)
MENLO PARK, CA 94025
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock
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10/6/2014
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A
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68721716
(1)
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A
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(1)
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68721716
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I
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By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004
(2)
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Class A Common Stock
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10/6/2014
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A
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3817873
(3)
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A
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(3)
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3817873
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I
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By Jan Koum, Trustee of The Jan Koum Trust I U/A/D 4/29/2014
(4)
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Class A Common Stock
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10/6/2014
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A
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3817873
(3)
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A
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(3)
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3817873
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I
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By Jan Koum, Trustee of The Jan Koum Trust II U/A/D 8/5/2014
(5)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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Shares received in exchange for 90,000,000 shares of WhatsApp Inc. ("WhatsApp") common stock in connection with the acquisition of WhatsApp by the issuer (the "Merger"), the consideration of which consisted of shares of the issuer's Class A Common Stock and cash. The closing price of the issuer's Class A Common Stock on the preceding trading date prior to the effective date of the Merger was $77.44 per share. Of the shares of Class A Common Stock reported, a portion are currently being held in escrow and are subject to forfeiture during the escrow period stated to satisfy claims arising as a result of, among other things, WhatsApp's breach of any of its representations and warranties or covenants and agreements set forth in the Agreement and Plan of Merger and Reorganization dated February 19, 2014, as amended.
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(
2)
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Shares held of record by Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004.
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(
3)
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Shares received in exchange for 5,000,000 shares of WhatsApp common stock in connection with the Merger, the consideration of which consisted of shares of the issuer's Class A Common Stock and cash. The closing price of the issuer's Class A Common Stock on the preceding trading date prior to the effective date of the Merger was $77.44 per share. Of the shares of Class A Common Stock reported, a portion are currently being held in escrow and are subject to forfeiture during the escrow period stated to satisfy claims arising as a result of, among other things, WhatsApp's breach of any of its representations and warranties or covenants and agreements set forth in the Agreement and Plan of Merger and Reorganization dated February 19, 2014, as amended.
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(
4)
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Shares held of record by Jan Koum, Trustee of the Jan Koum Trust I U/A/D 4/29/2014.
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(
5)
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Shares held of record by Jan Koum, Trustee of The Jan Koum Trust II U/A/D 8/5/2014.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Koum Jan
C/O FACEBOOK, INC.
1601 WILLOW ROAD
MENLO PARK, CA 94025
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X
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Signatures
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/s/ Michael Johnson as attorney-in-fact for Jan Koum
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10/6/2014
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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