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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) | $ 15 | 02/14/2018 | M | 55,000 | (13) | 10/17/2020 | Class B Common Stock | 55,000 | $ 0 | 1,145,000 | I | By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 (14) | |||
| Class B Common Stock | (15) | 02/14/2018 | M | 55,000 | (15) | (15) | Class A Common Stock | 55,000 | $ 0 | 55,000 | I | By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 (2) | |||
| Class B Common Stock | (15) | 02/14/2018 | C | 55,000 (16) | (15) | (15) | Class A Common Stock | 55,000 | $ 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) | (17) | 02/15/2018 | M | 34,364 | (18) | 05/05/2023 | Class A Common Stock | 34,364 | $ 0 | 515,464 | D | ||||
| Restricted Stock Units (RSU) (Class A) | (17) | 02/15/2018 | M | 13,030 | (19) | 03/16/2024 | Class A Common Stock | 13,030 | $ 0 | 104,235 | D | ||||
| Restricted Stock Units (RSU) (Class A) | (17) | 02/15/2018 | M | 16,508 | (20) | 03/15/2025 | Class A Common Stock | 16,508 | $ 0 | 181,592 | D | ||||
| 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 | ||
| /s/ Michael Johnson as attorney-in-fact for Sheryl K. Sandberg | 02/16/2018 | |
| **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 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 $173.43 to $173.49 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 $174.65 to $175.61 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 $175.85 to $176.81 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 $176.85 to $177.79 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 $177.85 to $178.84 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 $178.87 to $179.69 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) | This transaction represents the transfer of securities by the reporting person to a revocable trust, and not a sale of securities. |
| (11) | Represents shares held by the reporting person's investment LLC, whose sole member is the Sheryl K. Sandberg Revocable Trust. |
| (12) | 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. |
| (13) | 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. |
| (14) | Options held of record by Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004. |
| (15) | 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. |
| (16) | The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis. |
| (17) | Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement. |
| (18) | 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. |
| (19) | 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. |
| (20) | 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. |