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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy Class B Common Stock) | $ 2.954 | 12/12/2017 | M | 66,256 | (10) | 08/18/2019 | Class B Common Stock (11) | 66,256 | $ 0 | 795,049 | I | By The HS Trust U/A/D 9/28/2011 (3) | |||
| Class B Common Stock (11) | (11) | 12/12/2017 | M | 66,256 | (11) | (11) | Class A Common Stock | 66,256 | (11) | 66,256 | I | By The HS Trust U/A/D 9/28/2011 (3) | |||
| Class B Common Stock (11) | (11) | 12/12/2017 | C | 66,256 (12) | (11) | (11) | Class A Common Stock | 66,256 | (11) | 0 | I | By The HS Trust U/A/D 9/28/2011 (3) | |||
| 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 | |||
| /s/ Michael Johnson as attorney-in-fact for Michael T. Schroepfer | 12/14/2017 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Represents shares of Class A Common Stock that the reporting person donated as a gift to a charitable entity. |
| (2) | 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. |
| (3) | Shares held of record by Michael Schroepfer and Erin Hoffmann, Co-Trustees of The HS Trust U/A/D 9/28/2011. |
| (4) | The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the holder. |
| (5) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $176.66 to $177.65 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. |
| (6) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $177.68 to $178.66 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. |
| (7) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.69 to $179.10 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. |
| (8) | 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. |
| (9) | 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. |
| (10) | 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 Hoffmann, Co-Trustees of The HS Trust U/A/D 9/28/11. |
| (11) | 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. |
| (12) | The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis. |