Sec Form 4 Filing - Zuckerberg Mark @ Facebook Inc - 2017-06-29

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
Zuckerberg Mark
2. Issuer Name and Ticker or Trading Symbol
Facebook Inc [ FB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
COB and CEO
(Last) (First) (Middle)
C/O FACEBOOK, INC., 1601 WILLOW ROAD
3. Date of Earliest Transaction (MM/DD/YY)
06/29/2017
(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 06/29/2017 C 66,278 A $ 0 66,278 I By Chan Zuckerberg Foundation ( 1 )
Class A Common Stock 06/29/2017 S( 2 ) 5,800 D $ 149.5815 ( 3 ) 60,478 I By Chan Zuckerberg Foundation ( 1 )
Class A Common Stock 06/29/2017 S( 2 ) 26,053 D $ 150.4396 ( 4 ) 34,425 I By Chan Zuckerberg Foundation ( 1 )
Class A Common Stock 06/29/2017 S( 2 ) 31,907 D $ 151.3786 ( 5 ) 2,518 I By Chan Zuckerberg Foundation ( 1 )
Class A Common Stock 06/29/2017 S( 2 ) 2,518 D $ 152.0775 ( 6 ) 0 I By Chan Zuckerberg Foundation ( 1 )
Class A Common Stock 06/29/2017 C 41,426 A $ 0 41,426 I By CZI Holdings, LLC ( 7 )
Class A Common Stock 06/29/201 7 S( 2 ) 6,503 D $ 149.7578 ( 8 ) 34,923 I By CZI Holdings, LLC ( 7 )
Class A Common Stock 06/29/2017 S( 2 ) 18,006 D $ 150.6295 ( 9 ) 16,917 I By CZI Holdings, LLC ( 7 )
Class A Common Stock 06/29/2017 S( 2 ) 16,617 D $ 151.5344 ( 10 ) 300 I By CZI Holdings, LLC ( 7 )
Class A Common Stock 06/29/2017 S( 2 ) 300 D $ 152.2833 ( 11 ) 0 I By CZI Holdings, LLC ( 7 )
Class A Common Stock 06/29/2017 S( 12 ) 8,614 D $ 150.3505 ( 13 ) 819,412 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014 ( 14 )
Class A Common Stock 06/29/2017 S( 12 ) 7,153 D $ 151.4049 ( 15 ) 812,259 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014 ( 14 )
Class A Common Stock 06/29/2017 S( 12 ) 800 D $ 152.08 ( 16 ) 811,459 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014 ( 14 )
Class A Common Stock 06/29/2017 S( 12 ) 2,500 D $ 149.7091 ( 17 ) 921,950 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 ( 18 )
Class A Common Stock 06/29/2017 S( 12 ) 7,108 D $ 150.6306 ( 19 ) 914,842 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 ( 18 )
Class A Common Stock 06/29/2017 S( 12 ) 6,962 D $ 151.5007 ( 20 ) 907,880 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 ( 18 )
Class A Common Stock 06/30/2017 C 66,163 A $ 0 66,163 I By Chan Zuckerberg Foundation ( 1 )
Class A Common Stock 06/30/2017 S( 2 ) 21,687 D $ 150.7158 ( 21 ) 44,476 I By Chan Zuckerberg Foundation ( 1 )
Class A Common Stock 06/30/2017 S( 2 ) 44,476 D $ 151.3428 ( 22 ) 0 I By Chan Zuckerberg Foundation ( 1 )
Class A Common Stock 06/30/2017 C 41,354 A $ 0 41,354 I By CZI Holdings, LLC ( 7 )
Class A Common Stock 06/30/2017 S( 2 ) 17,220 D $ 150.7907 ( 23 ) 24,134 I By CZI Holdings, LLC ( 7 )
Class A Common Stock 06/30/2017 S( 2 ) 24,134 D $ 151.3668 ( 24 ) 0 I By CZI Holdings, LLC ( 7 )
Class A Common Stock 06/30/2017 S( 12 ) 5,110 D $ 150.6761 ( 25 ) 806,349 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014 ( 14 )
Class A Common Stock 06/30/2017 S( 12 ) 11,429 D $ 151.3592 ( 26 ) 794,920 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014 ( 14 )
Class A Common Stock 06/30/2017 S( 12 ) 11,561 D $ 150.9889 ( 27 ) 896,319 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 ( 18 )
Class A Common Stock 06/30/2017 S( 12 ) 4,978 D $ 151.5096 ( 28 ) 891,341 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 ( 18 )
Class A Common Stock 468,566 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 ( 29 )
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
Class B Common Stock ( 30 ) ( 30 ) 06/29/2017 C 66,278 ( 30 ) ( 30 ) Class A Common Stock 66,278 $ 0 3,137,004 I By Chan Zuckerberg Foundation ( 1 )
Class B Common Stock ( 30 ) ( 30 ) 06/29/2017 C 41,426 ( 30 ) ( 30 ) Class A Common Stock 41,426 $ 0 401,217,782 I By CZI Holdings, LLC ( 7 )
Class B Common Stock ( 30 ) ( 30 ) 06/30/2017 C 66,163 ( 30 ) ( 30 ) Class A Common Stock 66,163 $ 0 3,070,841 I By Chan Zuckerberg Foundation ( 1 )
Class B Common Stock ( 30 ) ( 30 ) 06/30/2017 C 41,354 ( 30 ) ( 30 ) Class A Common Stock 41,354 $ 0 401,176,428 I By CZI Holdings, LLC ( 7 )
Class B Common Stock ( 30 ) ( 30 ) ( 30 ) ( 30 ) Class A Common Stock 5,207,492 5,207,492 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 ( 29 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Zuckerberg Mark
C/O FACEBOOK, INC.
1601 WILLOW ROAD
MENLO PARK, CA94025
X X COB and CEO
Signatures
/s/ Michael Johnson as attorney-in-fact for Mark Zuckerberg 07/03/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares held of record by Mark Zuckerberg, Trustee and Settlor of the Chan Zuckerberg Foundation ("CZ Foundation").
( 2 )The sales reported were effected by CZ Foundation and CZI Holdings, LLC ("CZI"), as applicable, pursuant to their Rule 10b5-1trading plans. These sales are part of Mr. Zuckerberg's previously-announced plan to gift or otherwise direct substantially all of his shares of Facebook stock, or the net after-tax proceeds from sales of such shares, to further the mission of advancing human potential and promoting equality by means of philanthropic, public advocacy, and other activities for the public good, with such plan to sell or gift no more than $1 billion of Facebook stock each year through 2018.
( 3 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $148.92 to $149.90 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.
( 4 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $149.92 to $150.91 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.
( 5 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $150.93 to $151.92 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.
( 6 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $151.93 to $152.28 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 )Shares held of record by CZI. Mark Zuckerberg, Trustee of The Mark Zuckerberg Trust dated July 7, 2006 ("2006 Trust") is the sole member of CZI. Mr. Zuckerberg is the sole trustee of the 2006 Trust and, therefore, is deemed to have sole voting and investment power over the securities held by CZI.
( 8 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $149.16 to $150.12 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 $150.18 to $151.175 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 $151.18 to $152.12 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 written 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 $152.28 to $152.29 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 written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 12 )The sales reported were effected by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 2, dated 5/8/2014 and Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 3, dated 5/8/2014, as applicable, pursuant to their Rule 10b5-1 trading plans.
( 13 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $148.92 to $150.88 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 written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 14 )Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 2, dated 5/8/2014.
( 15 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $150.975 to $151.97 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.
( 16 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $152.06 to $152.10 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.
( 17 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $149.17 to $150.09 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 written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 18 )Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 3, dated 5/8/2014.
( 19 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $150.17 to $151.16 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 written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 20 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $151.17 to $152.15 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 written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 21 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $150.09 to $151.07 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 written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 22 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $151.09 to $151.81 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 written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 23 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $150.15 to $151.145 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 written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 24 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $151.15 to $151.81 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 written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 25 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $150.10 to $151.06 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 written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 26 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $151.15 to $151.76 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 written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 27 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $150.34 to $151.335 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 written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 28 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $151.34 to $151.82 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 written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 29 )Shares held of record by Mark Zuckerberg, Trustee of the 2006 Trust.
( 30 )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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