4//SEC Filing
Koum Jan 4
Accession 0001127602-18-017790
CIK 0001326801other
Filed
May 15, 8:00 PM ET
Accepted
May 16, 8:56 PM ET
Size
26.8 KB
Accession
0001127602-18-017790
Insider Transaction Report
Form 4
Koum Jan
Director
Transactions
- Other
Class A Common Stock
2018-05-08−922,953→ 0 total(indirect: By Trust) - Tax Payment
Class A Common Stock
2018-05-15$186.64/sh−1,232,235$229,984,340→ 6,821,377 total(indirect: By Trust) - Other
Class A Common Stock
2018-05-08+922,953→ 922,953 total(indirect: By Trust) - Other
Class A Common Stock
2018-05-08−1,319,927→ 922,953 total(indirect: By Trust) - Other
Class A Common Stock
2018-05-08+1,319,927→ 5,568,266 total(indirect: By Trust) - Sale
Class A Common Stock
2018-05-14$187.54/sh−2,200$412,581→ 5,258,592 total(indirect: By Trust) - Exercise/Conversion
Class A Common Stock
2018-05-15+2,485,346→ 8,053,612 total(indirect: By Trust) - Exercise/Conversion
Restricted Stock Units (RSU) (Class A)
2018-05-15−2,485,346→ 4,556,470 totalExp: 2024-11-16→ Class A Common Stock (2,485,346 underlying) - Sale
Class A Common Stock
2018-05-14$186.88/sh−8,495$1,587,530→ 5,260,792 total(indirect: By Trust) - Sale
Class A Common Stock
2018-05-16$183.34/sh−1,076,220$197,313,852→ 5,745,157 total(indirect: By Trust) - Sale
Class A Common Stock
2018-05-16$183.90/sh−176,891$32,530,768→ 5,568,266 total(indirect: By Trust)
Footnotes (14)
- [F1]Represents a transfer of shares from Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust IX U/A/D 4/13/2016 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]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.
- [F11]The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $182.79 to $183.78 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.
- [F12]The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $183.79 to $184.30 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.
- [F13]Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.
- [F14]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 IX U/A/D 4/13/2016.
- [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 IX U/A/D 4/13/2016 to BNY Mellon Trust of Delaware, Trustee of The Jan Koum Family Trust III U/A/D 4/13/2016.
- [F5]Shares held of record by BNY Mellon Trust of Delaware, Trustee of The Jan Koum Family Trust III U/A/D 4/13/2016. The reporting person exercises voting and dispositive powers over these shares, but has no pecuniary interest in these shares.
- [F6]The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the holder.
- [F7]The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $186.32 to $187.31 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.
- [F8]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.
- [F9]The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $187.36 to $187.74 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
Issuer
Facebook Inc
CIK 0001326801
Entity typeother
Related Parties
1- filerCIK 0001621141
Filing Metadata
- Form type
- 4
- Filed
- May 15, 8:00 PM ET
- Accepted
- May 16, 8:56 PM ET
- Size
- 26.8 KB