Statement of Changes in Beneficial Ownership (4)

Date : 08/17/2019 @ 12:13AM
Source : Edgar (US Regulatory)
Stock : Facebook Inc (FB)
Quote : 187.19  -0.28 (-0.15%) @ 1:00AM

Statement of Changes in Beneficial Ownership (4)

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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OMB Number: 3235-0287
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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 *

Sandberg Sheryl
2. Issuer Name and Ticker or Trading Symbol

Facebook Inc [ FB ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Operating Officer
(Last)          (First)          (Middle)

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

8/14/2019
(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   8/14/2019     C    55000   (1) A $0   1367845   I   By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004   (2)
Class A Common Stock   8/14/2019     S (3)    19034   D $179.9393   (4) 1348811   I   By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004   (2)
Class A Common Stock   8/14/2019     S (3)    16151   D $180.8118   (5) 1332660   I   By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004   (2)
Class A Common Stock   8/14/2019     S (3)    3390   D $181.9041   (6) 1329270   I   By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004   (2)
Class A Common Stock   8/14/2019     S (3)    2900   D $183.1258   (7) 1326370   I   By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004   (2)
Class A Common Stock   8/14/2019     S (3)    6125   D $183.9491   (8) 1320245   I   By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004   (2)
Class A Common Stock   8/14/2019     S (3)    6200   D $184.9875   (9) 1314045   I   By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004   (2)
Class A Common Stock   8/14/2019     S (3)    1200   D $185.6243   (10) 1312845   I   By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004   (2)
Class A Common Stock   8/15/2019     M    34364   A $0   1347209   I   By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004   (2)
Class A Common Stock   8/15/2019     M    13030   A $0   1360239   I   By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004   (2)
Class A Common Stock   8/15/2019     M    16508   A $0   1376747   I   By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004   (2)
Class A Common Stock   8/15/2019     M    11243   A $0   1387990   I   By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004   (2)
Class A Common Stock   8/15/2019     M    9426   A $0   1397416   I   By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004   (2)
Class A Common Stock   8/15/2019     M    6847   A $0   1404263   I   By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004   (2)
Class A Common Stock   8/15/2019     M    7434   A $0   1411697   I   By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004   (2)
Class A Common Stock   8/15/2019     F    49014   (11) D $179.71   1362683   I   By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004   (2)

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
Stock Option (Right to Buy Class B Common Stock)   $15.00   8/14/2019     M         55000      (12) 10/18/2020   Class B Common Stock   (13) 55000   $0   275000   I   By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004   (14)
Class B Common Stock   (13)   (13) 8/14/2019     M      55000         (13)   (13) Class A Common Stock   55000   $0   55000   I   By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004   (2)
Class B Common Stock   (13)   (13) 8/14/2019     C         55000   (15)     (13)   (13) Class A Common Stock   55000   $0   0   I   By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004   (2)
Restricted Stock Units (RSU) (Class A)     (16) 8/15/2019     M         34364      (17) 5/5/2023   Class A Common Stock   34364   $0   309279   D    
Restricted Stock Units (RSU) (Class A)     (16) 8/15/2019     M         13030      (18) 3/16/2024   Class A Common Stock   13030   $0   26059   D    
Restricted Stock Units (RSU) (Class A)     (16) 8/15/2019     M         16508      (19) 3/15/2025   Class A Common Stock   16508   $0   82543   D    
Restricted Stock Units (RSU) (Class A)     (16) 8/15/2019     M         11243      (20) 3/14/2026   Class A Common Stock   11243   $0   168647   D    
Restricted Stock Units (RSU) (Class A)     (16) 8/15/2019     M         9426      (21) 3/14/2027   Class A Common Stock   9426   $0   122541   D    
Restricted Stock Units (RSU) (Class A)     (16) 8/15/2019     M         6847      (22) 3/19/2028   Class A Common Stock   6847   $0   102719   D    
Restricted Stock Units (RSU) (Class A)     (16) 8/15/2019     M         7434      (23) 3/19/2029   Class A Common Stock   7434   $0   104081   D    

Explanation of Responses:
(1)  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 option listed in Table II.
(2)  Shares held of record by Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004.
(3)  The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the holder.
(4)  The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $179.36 to $180.355 per share, inclusive. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(5)  The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $180.36 to $181.35 per share, inclusive. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(6)  The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $181.40 to $182.38 per share, inclusive. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(7)  The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $182.44 to $183.43 per share, inclusive. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(8)  The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $183.465 to $184.46 per share, inclusive. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(9)  The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $184.47 to $185.46 per share, inclusive. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(10)  The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $185.48 to $185.99 per share, inclusive. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(11)  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.
(12)  The option vests as to (a) 260,000 shares in equal monthly installments over 48 months, beginning on May 1, 2013 and then (b) the remaining 940,000 shares vest in equal monthly installments over the following 12 months, subject to continued service through each vesting date.
(13)  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.
(14)  Options held of record by Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004.
(15)  The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.
(16)  Each Restricted Stock Unit ("RSU") represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.
(17)  The RSUs vest as to 1/16th of the total shares quarterly, beginning on November 15, 2017, subject to continued service through each vesting date.
(18)  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.
(19)  The RSUs vest as to 1/12th of the total shares quarterly, beginning on February 15, 2018, subject to continued service through each vesting date.
(20)  The RSUs shall vest quarterly as to 1/16th of the total shares, commencing the first quarter following May 15, 2019, subject to continued service through each vesting date.
(21)  The RSUs shall vest quarterly as to 1/16th of the total shares, commencing the first quarter following November 15, 2018, subject to continued service through each vesting date.
(22)  The RSUs shall vest quarterly as to 1/16th of the total shares, commencing the first quarter following May 15, 2019, subject to continued service through each vesting date.
(23)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Sandberg Sheryl
C/O FACEBOOK, INC.
1601 WILLOW ROAD
MENLO PARK, CA 94025
X
Chief Operating Officer

Signatures
/s/ David Kling as attorney-in-fact for Sheryl K. Sandberg 8/16/2019
** 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.
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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