Statement of Changes in Beneficial Ownership (4)
October 12 2017 - 7:42PM
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
*
Schroepfer Michael Todd
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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)
Chief Technology Officer
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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)
10/10/2017
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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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10/10/2017
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C
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66256
(1)
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A
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$0
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317184
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I
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By The HS Trust U/A/D 9/28/2011
(2)
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Class A Common Stock
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10/10/2017
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S
(3)
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36558
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D
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$171.4764
(4)
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280626
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I
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By The HS Trust U/A/D 9/28/2011
(2)
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Class A Common Stock
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10/10/2017
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S
(3)
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1500
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D
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$172.3727
(5)
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279126
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I
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By The HS Trust U/A/D 9/28/2011
(2)
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Class A Common Stock
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30121
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I
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By The Erin Hoffmann 2017 Annuity Trust U/A/D 6/29/2017
(6)
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Class A Common Stock
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30121
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I
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By The Michael Schroepfer 2017 Annuity Trust U/A/D 6/29/2017
(7)
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Class A Common Stock
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471390
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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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Stock Option (Right to Buy Class B Common Stock)
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$2.954
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10/10/2017
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M
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66256
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(8)
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8/18/2019
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Class B Common Stock
(9)
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66256
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$0
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927561
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I
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By The HS Trust U/A/D 9/28/2011
(2)
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Class B Common Stock
(9)
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(9)
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10/10/2017
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M
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66256
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(9)
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(9)
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Class A Common Stock
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66256
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(9)
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66256
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I
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By The HS Trust U/A/D 9/28/2011
(2)
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Class B Common Stock
(9)
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(9)
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10/10/2017
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C
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66256
(10)
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(9)
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(9)
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Class A Common Stock
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66256
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(9)
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0
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I
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By The HS Trust U/A/D 9/28/2011
(2)
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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 the conversion of Class B Common Stock to Class A Common Stock in connection with the exercise of the stock options listed in Table II.
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(2)
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Shares held of record by Michael Schroepfer and Erin Hoffmann, Co-Trustees of The HS Trust U/A/D 9/28/2011.
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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 $170.94 to $171.92 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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The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $171.97 to $172.79 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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(6)
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Shares held of record by Erin Hoffmann, Trustee of The Erin Hoffmann 2017 Annuity Trust U/A/D 6/29/2017, a grantor retained annuity trust for the benefit of the reporting person's spouse.
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(7)
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Shares held of record by Michael Schroepfer, Trustee of The Michael Schroepfer 2017 Annuity Trust U/A/D 6/29/2017, a grantor retained annuity trust for the benefit of the reporting person.
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(8)
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The option vested as to 1/5th of the total shares on July 15, 2010, after which 1/60th of the total shares vest monthly, subject to continued service through each vesting date. In connection with certain estate planning transfers, the reporting person transferred vested shares underlying the option to Michael Schroepfer and Erin Hoffman, Co-Trustees of The HS Trust U/A/D 9/28/11.
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(9)
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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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(10)
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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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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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Schroepfer Michael Todd
C/O FACEBOOK, INC.
1601 WILLOW ROAD
MENLO PARK, CA 94025
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Chief Technology Officer
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Signatures
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/s/ Michael Johnson as attorney-in-fact for Michael T. Schroepfer
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10/12/2017
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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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