Koum Jan 4

Accession 0001127602-18-007405

CIK 0001326801other

View on SEC.gov Company Profile

Filed

Feb 19, 7:00 PM ET

Accepted

Feb 20, 9:13 PM ET

Size

25.3 KB

Accession

0001127602-18-007405

Insider Transaction Report

Form 4

Period: 2018-02-15

Facebook IncFB

Koum Jan

Director

Transactions

Sale
Class A Common Stock
2018-02-20$176.60/sh−580,736$102,556,642→ 4,550,009 total(indirect: By Trust)
Tax Payment
Class A Common Stock
2018-02-15$179.52/sh−1,231,441$221,068,288→ 5,502,245 total(indirect: By Trust)
Exercise/Conversion
Restricted Stock Units (RSU) (Class A)
2018-02-15−2,485,347→ 7,041,816 total
Exp: 2024-11-16→ Class A Common Stock (2,485,347 underlying)
Other
Class A Common Stock
2018-02-13−1,168,777→ 934,766 total(indirect: By Trust)
Other
Class A Common Stock
2018-02-13−934,766→ 0 total(indirect: By Trust)
Exercise/Conversion
Class A Common Stock
2018-02-15+2,485,347→ 6,733,686 total(indirect: By Trust)
Other
Class A Common Stock
2018-02-13+1,168,777→ 4,248,339 total(indirect: By Trust)
Other
Class A Common Stock
2018-02-13+934,766→ 5,269,287 total(indirect: By Trust)
Sale
Class A Common Stock
2018-02-20$175.65/sh−371,500$65,253,752→ 5,130,745 total(indirect: By Trust)
Sale
Class A Common Stock
2018-02-20$177.41/sh−301,670$53,519,395→ 4,248,339 total(indirect: By Trust)

Holdings

Class A Common Stock
(indirect: By Trust)
2,242,880

Footnotes (13)

[F1]Represents a transfer of shares from Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VIII U/A/D 1/29/2016 to Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004. The reporting person remains the beneficial owner of all of the shares after the transfer.
[F10]The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $177.12 to $177.95 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.
[F11]Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust IX U/A/D 4/13/2016.
[F12]Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.
[F13]The RSUs vest as to (a) 13/60th of the total shares on November 15, 2015, (b) 1/20th of the total shares each quarter thereafter through November 15, 2017, (c) 2/20th of the total shares on each of February 15, 2018, May 15, 2018 and August 15, 2018 and (d) the final 5/60th of the total shares on November 15, 2018; provided, however, that in the event of the reporting person's termination of employment with the issuer under certain circumstances, all of the reporting person's then unvested RSUs shall vest as of the date of such termination of employment.
[F2]Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VIII U/A/D 1/29/2016.
[F3]Shares held of record by Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004.
[F4]Represents a transfer of shares from Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VIII U/A/D 1/29/2016 to Jan Koum and BNY Mellon Trust of Delaware, Trustee of The Jan Koum FamilyTrust II U/A/D 2/4/2015. The reporting person remains the beneficial owner of all of the shares after the transfer.
[F5]Shares held of record by BNY Mellon Trust of Delaware, Trustee of The Jan Koum Family Trust II U/A/D 2/4/2015. The reporting person exercises voting and dispositive powers over these shares, but has no pecuniary interest in these shares.
[F6]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 Restricted Stock Units ("RSUs") listed in Table II and does not represent a sale by the reporting person.
[F7]The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the holder.
[F8]The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $175.115 to $176.11 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.
[F9]The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $176.115 to $177.11 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.

Documents

1 file

4
form4.xmlPrimary
PRIMARY DOCUMENT

Issuer

Facebook Inc

CIK 0001326801

→

Entity typeother

Related Parties

filerCIK 0001621141

Filing Metadata

Form type: 4
Filed: Feb 19, 7:00 PM ET
Accepted: Feb 20, 9:13 PM ET
Size: 25.3 KB

View on SEC.gov