FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Schroepfer Michael Todd
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 Technology Officer
(Last)          (First)          (Middle)

C/O FACEBOOK, INC., 1601 WILLOW ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

8/15/2016
(Street)

MENLO PARK, CA 94025
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   8/15/2016     C    86585   (1) A $0   675116   D    
Class A Common Stock   8/15/2016     C    34122   (1) A $0   709238   D    
Class A Common Stock   8/15/2016     M    10023   A $0   719261   D    
Class A Common Stock   8/15/2016     S    66017   (2) D $124.06   (3) 653244   D    
Class A Common Stock   8/15/2016     S    2200   (2) D $124.8405   (4) 651044   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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 Unit (RSU) (Class B)     (5) 8/15/2016     M         86585      (6) 8/25/2020   Class B Common Stock   (7) 86585   $0   606090   D    
Class B Common Stock   (7)   (7) 8/15/2016     M      86585         (7)   (7) Class A Common Stock   86585   $0   86585   D    
Class B Common Stock   (7)   (7) 8/15/2016     C         86585   (8)     (7)   (7) Class A Common Stock   86585   $0   0   D    
Restricted Stock Unit (RSU) (Class B)     (5) 8/15/2016     M         34122      (9) 5/2/2022   Class B Common Stock   (7) 34122   $0   272979   D    
Class B Common Stock   (7)   (7) 8/15/2016     M      34122         (7)   (7) Class A Common Stock   34122   $0   34122   D    
Class B Common Stock   (7)   (7) 8/15/2016     C         34122   (8)     (7)   (7) Class A Common Stock   34122   $0   0   D    
Restricted Stock Units (RSU) (Class A)     (10) 8/15/2016     M         10023      (11) 3/16/2024   Class A Common Stock   10023   $0   140315   D    
Stock Option (Right to Buy Class B Common Stock)   $1.854                      (12) 1/11/2019   Class B Common Stock   (7) 26940     26940   I   By The Clover Irrevocable Nonexempt Trust   (13)

Explanation of Responses:
( 1)  Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock in connection with the settlement of the Restricted Stock Units ("RSUs") listed in Table II.
( 2)  Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person.
( 3)  The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $123.71 to $124.70 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 4)  The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $124.71 to $124.91 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 5)  Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.
( 6)  The RSUs were granted with both (a) a liquidity event-based vesting condition and (b) a service-based vesting condition, both of which conditions must be satisfied in order for the RSUs to vest. The liquidity event-based vesting condition was satisfied on November 17, 2012. The service-based vesting condition was satisfied as to 1/16th of the total number of shares on August 15, 2014, after which 1/16th of the total number of shares vest quarterly, subject to continued service through each vesting date.
( 7)  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.
( 8)  The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.
( 9)  The RSUs vest as to 1/16th of the total shares quarterly, beginning on November 15, 2014, subject to continued service through each vesting date.
( 10)  Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.
( 11)  The RSUs vest as to 1/16th of the total shares quarterly, beginning on May 15, 2016, subject to continued service through each vesting date.
( 12)  The option was 100% vested on August 13, 2013.
( 13)  Shares held of record by Michael T. Schroepfer and Erin Hoffmann, Co-Trustees of The Clover Irrevocable Nonexempt Trust u/a/d 6/27/11.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Schroepfer Michael Todd
C/O FACEBOOK, INC.
1601 WILLOW ROAD
MENLO PARK, CA 94025


Chief Technology Officer

Signatures
/s/ Michael Johnson as attorney-in-fact for Michael T. Schroepfer 8/17/2016
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: 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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