Sec Form 4 Filing - Koum Jan @ Facebook Inc - 2016-02-08

Insider filing report for Changes in Beneficial Ownership
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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
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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1. Name and Address of Reporting Person
Koum Jan
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
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O FACEBOOK, INC., 1601 WILLOW ROAD
3. Date of Earliest Transaction (MM/DD/YY)
02/08/2016
(Street)
MENLO PARK, CA94025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 01/29/2016 G( 1 ) V 3,500,000 D $ 0 46,802,939 I By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 ( 2 )
Class A Common Stock 01/29/2016 G( 1 ) V 3,500,000 A $ 0 3,500,000 I By Jan Koum and BNY Mellon Trust of Delaware Co-Trustees of The Jan Koum Trust VIII U/A/D 01/29/2016 ( 3 )
Class A Common Stock 02/08/2016 S( 4 ) 234,214 D $ 98.0642 ( 5 ) 46,568,725 I By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 ( 2 )
Class A Common Stock 02/08/2016 S( 4 ) 282,906 D $ 98.9593 ( 6 ) 46,285,819 I By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 ( 2 )
Class A Common Stock 02/08/2016 S( 4 ) 424,279 D $ 100.0361 ( 7 ) 45,861,540 I By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 ( 2 )
Class A Common Stock 02/08/2016 S( 4 ) 168,335 D $ 100.8357 ( 8 ) 45,693,205 I By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 ( 2 )
Class A Common Stock 02/08/2016 S( 4 ) 36,790 D $ 101.8374 ( 9 ) 45,656,415 I By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 ( 2 )
Class A Common Stock 02/08/2016 S( 4 ) 700 D $ 102.5543 ( 10 ) 45,655,715 I By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 ( 2 )
Class A Common Stock 02/08/2016 S( 4 ) 400 D $ 102.6225 ( 11 ) 45,655,315 I By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 ( 2 )
Class A Common Stock 3,442,873 I By Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust IV U/A/D 2/4/2015 ( 12 )
Class A Common Stock 3,500,000 I By Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust V U/A/D 4/29/2015 ( 13 )
Class A Common Stock 3,500,000 I By Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VI U/A/D 8/5/2015 ( 14 )
Class A Common Stock 3,500,000 I By Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VII U/A/D 10/20/2015 ( 15 )
Class A Common Stock 141,489 I By Jan Koum, Trustee of The Jan Koum Trust I U/A/D 4/29/2014 ( 16 )
Class A Common Stock 141,489 I By Jan Koum, Trustee of The Jan Koum Trust II U/A/D 8/5/2014 ( 17 )
Class A Common Stock 2,528,672 I By Jan Koum, Trustee of The Jan Koum Trust III U/A/D 10/9/2014 ( 18 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Koum Jan
C/O FACEBOOK, INC.
1601 WILLOW ROAD
MENLO PARK, CA94025
X
Signatures
/s/ Michael Johnson as attorney-in-fact for Jan Koum 02/10/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On January 29, 2016, Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 contributed 3,500,000 shares of Class A common stock to Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VIII U/A/D 01/29/2016, a grantor retained annuity trust for the benefit of the reporting holder.
( 2 )Shares held of record by Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004.
( 3 )Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VIII U/A/D 01/29/2016.
( 4 )The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
( 5 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $97.48 to $98.47 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 $98.48 to $99.47 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 $99.48 to $100.4750 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 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.48 to $101.47 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.
( 9 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $101.48 to $102.47 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.
( 10 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.51 to $102.60 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.
( 11 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.61 to $102.64 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.
( 12 )Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust IV U/A/D 2/4/2015.
( 13 )Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust V U/A/D 4/29/2015.
( 14 )Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VI U/A/D 8/5/2015.
( 15 )Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VII U/A/D 10/20/2015.
( 16 )Shares held of record by Jan Koum, Trustee of The Jan Koum Trust I U/A/D 4/29/2014.
( 17 )Shares held of record by Jan Koum, Trustee of The Jan Koum Trust II U/A/D 8/5/2014.
( 18 )Shares held of record by Jan Koum, Trustee of The Jan Koum Trust III U/A/D 10/9/2014.

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