Edgar Filing: Schroepfer Michael Todd

Ownership Submission

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 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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Schroepfer Michael Todd

2. Issuer Name and Ticker or Trading Symbol
Facebook Inc [FB]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Technology Officer

(Last)

(First)

(Middle)

C/O FACEBOOK, INC., 1601 WILLOW ROAD

3. Date of Earliest Transaction (Month/Day/Year)
11/14/2017

(Street)

MENLO PARK, CA 94025

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/14/2017		C		66,256 ⁽¹⁾	A	$ 0	345,382	I	By The HS Trust U/A/D 9/28/2011 ⁽²⁾
Class A Common Stock	11/14/2017		S⁽³⁾		18,904	D	$ 178.0165 ⁽⁴⁾	326,478	I	By The HS Trust U/A/D 9/28/2011 ⁽²⁾
Class A Common Stock	11/14/2017		S⁽³⁾		19,139	D	$ 178.4897 ⁽⁵⁾	307,339	I	By The HS Trust U/A/D 9/28/2011 ⁽²⁾
Class A Common Stock	11/15/2017		C		86,584 ⁽⁶⁾	A	$ 0	586,643	D
Class A Common Stock	11/15/2017		F		45,180 ⁽⁷⁾	D	$ 178.07	541,463	D
Class A Common Stock	11/15/2017		C		34,123 ⁽⁶⁾	A	$ 0	575,586	D
Class A Common Stock	11/15/2017		F		17,806 ⁽⁷⁾	D	$ 178.07	557,780	D
Class A Common Stock	11/15/2017		M		10,022	A	$ 0	567,802	D
Class A Common Stock	11/15/2017		F		5,230 ⁽⁷⁾	D	$ 178.07	562,572	D
Class A Common Stock	11/15/2017		M		8,255	A	$ 0	570,827	D
Class A Common Stock	11/15/2017		F		4,308 ⁽⁷⁾	D	$ 178.07	566,519	D
Class A Common Stock								30,121	I	By The Erin Hoffmann 2017 Annuity Trust U/A/D 6/29/2017 ⁽⁸⁾
Class A Common Stock								30,121	I	By The Michael Schroepfer 2017 Annuity Trust U/A/D 6/29/2017 ⁽⁹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy Class B Common Stock)

$ 2.954

11/14/2017

66,256

⁽¹⁰⁾

08/18/2019

Class B Common Stock ⁽¹¹⁾

66,256

$ 0

861,305

By The HS Trust U/A/D 9/28/2011 ⁽¹²⁾

Class B Common Stock ⁽¹¹⁾

⁽¹¹⁾

11/14/2017

66,256

⁽¹¹⁾

Class A Common Stock

66,256

$ 0

66,256

By The HS Trust U/A/D 9/28/2011 ⁽²⁾

Class B Common Stock ⁽¹¹⁾

⁽¹¹⁾

11/14/2017

66,256 ⁽¹³⁾

⁽¹¹⁾

Class A Common Stock

66,256

$ 0

By The HS Trust U/A/D 9/28/2011 ⁽²⁾

Restricted Stock Unit (RSU) (Class B)

⁽¹⁴⁾

11/15/2017

86,584

⁽¹⁵⁾

08/25/2020

Class B Common Stock ⁽¹¹⁾

86,584

$ 0

173,168

Class B Common Stock ⁽¹¹⁾

⁽¹¹⁾

11/15/2017

86,584

⁽¹¹⁾

Class A Common Stock

86,584

$ 0

86,584

Class B Common Stock ⁽¹¹⁾

⁽¹¹⁾

11/15/2017

86,584 ⁽¹³⁾

⁽¹¹⁾

Class A Common Stock

86,584

$ 0

Restricted Stock Unit (RSU) (Class B)

⁽¹⁴⁾

11/15/2017

34,123

⁽¹⁶⁾

05/02/2022

Class B Common Stock ⁽¹¹⁾

34,123

$ 0

102,367

Class B Common Stock ⁽¹¹⁾

⁽¹¹⁾

11/15/2017

34,123

⁽¹¹⁾

Class A Common Stock

34,123

$ 0

34,123

Class B Common Stock ⁽¹¹⁾

⁽¹¹⁾

11/15/2017

34,123 ⁽¹³⁾

⁽¹¹⁾

Class A Common Stock

34,123

$ 0

Restricted Stock Units (RSU) (Class A)

⁽¹⁷⁾

11/15/2017

10,022

⁽¹⁸⁾

03/16/2024

Class A Common Stock

10,022

$ 0

90,203

Restricted Stock Units (RSU) (Class A)

⁽¹⁷⁾

11/15/2017

8,255

⁽¹⁹⁾

03/15/2025

Class A Common Stock

8,255

$ 0

107,307

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Schroepfer Michael Todd C/O FACEBOOK, INC. 1601 WILLOW ROAD MENLO PARK, CA 94025			Chief Technology Officer

Signatures

/s/ Michael Johnson as attorney-in-fact for Michael T. Schroepfer		11/16/2017
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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 options listed in Table II.
(2)	Shares held of record by Michael Schroepfer and Erin Hoffmann, Co-Trustees of The HS Trust U/A/D 9/28/2011.
(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 $177.31 to $178.29 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 $178.32 to $178.89 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)	Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock in connection with the settlement of the Restricted Stock Units ("RSUs") listed in Table II.
(7)	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.
(8)	Shares held of record by Erin Hoffmann, Trustee of The Erin Hoffmann 2017 Annuity Trust U/A/D 6/29/2017, a grantor retained annuity trust for the benefit of the reporting person's spouse.
(9)	Shares held of record by Michael Schroepfer, Trustee of The Michael Schroepfer 2017 Annuity Trust U/A/D 6/29/2017, a grantor retained annuity trust for the benefit of the reporting person.
(10)	The option vested as to 1/5th of the total shares on July 15, 2010, after which 1/60th of the total shares vest monthly, subject to continued service through each vesting date. In connection with certain estate planning transfers, the reporting person transferred vested shares underlying the option to Michael Schroepfer and Erin Hoffman, Co-Trustees of The HS Trust U/A/D 9/28/11.
(11)	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.
(12)	Options held of record by Michael Schroepfer and Erin Hoffmann, Co-Trustees of The HS Trust U/A/D 9/28/2011.
(13)	The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.
(14)	Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.
(15)	The RSUs were granted with both (a) a liquidity event-based vesting condition and (b) a service-based vesting condition, both of which conditions must be satisfied in order for the RSUs to vest. The liquidity event-based vesting condition was satisfied on November 17, 2012. The service-based vesting condition was satisfied as to 1/16th of the total number of shares on August 15, 2014, after which 1/16th of the total number of shares vest quarterly, subject to continued service through each vesting date.
(16)	The RSUs vest as to 1/16th of the total shares quarterly, beginning on November 15, 2014, subject to continued service through each vesting date.
(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 May 15, 2016, 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, 2017, subject to continued service through each vesting date.

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