Statement of Changes in Beneficial Ownership (4)
May 17 2017 - 7:55PM
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
*
Stretch Colin
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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)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
VP and General Counsel
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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)
5/15/2017
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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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5/15/2017
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C
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7681
(1)
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A
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$0
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86761
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D
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Class A Common Stock
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5/15/2017
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F
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3985
(2)
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D
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$150.33
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82776
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D
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Class A Common Stock
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5/15/2017
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M
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6444
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A
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$0
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89220
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D
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Class A Common Stock
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5/15/2017
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F
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3339
(2)
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D
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$150.33
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85881
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D
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Class A Common Stock
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5/15/2017
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M
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8018
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A
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$0
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93899
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D
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Class A Common Stock
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5/15/2017
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F
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4146
(2)
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D
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$150.33
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89753
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D
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Class A Common Stock
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5/15/2017
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M
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4953
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A
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$0
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94706
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D
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Class A Common Stock
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5/15/2017
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F
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2550
(2)
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D
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$150.33
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92156
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D
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Class A Common Stock
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5/16/2017
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S
(3)
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750
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D
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$150.0994
(4)
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91406
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D
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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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Restricted Stock Unit (RSU) (Class B)
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(5)
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5/15/2017
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M
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7681
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(6)
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5/2/2022
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Class B Common Stock
(7)
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7681
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$0
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15363
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D
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Class B Common Stock
(7)
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(7)
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5/15/2017
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M
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7681
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(7)
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(7)
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Class A Common Stock
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7681
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$0
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7681
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D
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Class B Common Stock
(7)
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(7)
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5/15/2017
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C
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7681
(8)
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(7)
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(7)
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Class A Common Stock
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7681
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$0
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0
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D
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Restricted Stock Units (RSU) (Class A)
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(9)
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5/15/2017
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M
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6444
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(6)
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5/5/2023
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Class A Common Stock
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6444
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$0
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12888
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D
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Restricted Stock Units (RSU) (Class A)
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(9)
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5/15/2017
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M
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8018
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(10)
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3/16/2024
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Class A Common Stock
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8018
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$0
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56126
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D
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Restricted Stock Units (RSU) (Class A)
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(9)
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5/15/2017
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M
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4953
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(11)
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3/15/2025
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Class A Common Stock
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4953
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$0
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49525
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D
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Explanation of Responses:
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(1)
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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.
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(2)
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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 RSUs and does not represent a sale by the reporting person.
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(3)
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The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the holder.
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(4)
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The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $150.00 to $150.145 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.
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(5)
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Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.
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(6)
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The RSUs vest as to 1/16th of the total shares on February 15, 2014 and then an additional 1/16th of the total shares vest quarterly thereafter, subject to continued service through each vesting date.
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(7)
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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.
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(8)
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The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.
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(9)
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Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.
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(10)
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The RSUs vest as to 1/5th of the total shares on February 15, 2015, after which 1/20th of the total shares vest quarterly, subject to continued service through each vesting date.
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(11)
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The RSUs vest as to 1/16th of the total shares quarterly, beginning on February 15, 2016, subject to continued service through each vesting date.
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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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Stretch Colin
C/O FACEBOOK, INC.
1601 WILLOW ROAD
MENLO PARK, CA 94025
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VP and General Counsel
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Signatures
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/s/ Michael Johnson as attorney-in-fact for Colin Stretch
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5/17/2017
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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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