Schroepfer, Michael Todd SEC Form 4 Filed September 14, 2017: Statement of changes in beneficial own... Last Updated September 26, 2021 at 2:02 AM EDT

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PRIMARY DOCUMENT

SEC FORM 4 SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Schroepfer Michael Todd

(Last) (First) (Middle)
C/O FACEBOOK, INC.
1601 WILLOW ROAD

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
09/12/2017
4. If Amendment, Date of 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
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)
Code V Amount (A) or (D) Price
Class A Common Stock 07/24/2017 G V 30,121 D $0 252,848 I By The HS Trust U/A/D 9/28/2011(1)(2)
Class A Common Stock 07/24/2017 G V 30,121 A $0 30,121 I By The Michael Schroepfer 2017 Annuity Trust U/A/D 6/29/2017(3)
Class A Common Stock 07/24/2017 G V 30,121 D $0 222,727 I By The HS Trust U/A/D 9/28/2011(1)
Class A Common Stock 07/24/2017 G V 30,121 A $0 30,121 I By The Erin Hoffmann 2017 Annuity Trust U/A/D 6/29/2017(4)
Class A Common Stock 08/18/2017 G(5) V 125,093 D $0 533,937 D
Class A Common Stock 08/18/2017 G(5) V 62,547 D $0 471,390 D
Class A Common Stock 09/12/2017 C 66,256 A $0 288,983 I By The HS Trust U/A/D 9/28/2011(1)
Class A Common Stock 09/12/2017 S(6) 32,144 D $172.5105(7) 256,839 I By The HS Trust U/A/D 9/28/2011(1)
Class A Common Stock 09/12/2017 S(6) 5,911 D $173.069(8) 250,928 I By The HS Trust U/A/D 9/28/2011(1)
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 Securities Underlying Derivative Security (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: 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
Stock Option (Right to Buy Class B Common Stock) $2.954 09/12/2017 M 66,256 (9) 08/18/2019 Class B Common Stock(10) 66,256 $0 993,817 I By The HS Trust U/A/D 9/28/2011(2)(11)
Class B Common Stock(10) (10) 09/12/2017 M 66,256 (10) (10) Class A Common Stock 66,256 (10) 66,256 I By The HS Trust U/A/D 9/28/2011(1)
Class B Common Stock(10) (10) 09/12/2017 C 66,256(12) (10) (10) Class A Common Stock 66,256 (10) 0 I By The HS Trust U/A/D 9/28/2011(1)
Stock Option (Right to Buy Class B Common Stock) $1.854 (13) 01/11/2019 Class B Common Stock(10) 26,940 26,940 I By The Clover Irrevocable Nonexempt Trust(14)
Explanation of Responses:
1. Shares held of record by Michael Schroepfer and Erin Hoffmann, Co-Trustees of The HS Trust U/A/D 9/28/2011.
2. Previously reported as held directly by the reporting person.
3. 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.
4. 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.
5. Represents shares of Class A Common Stock that the reporting person donated as a gift to a charitable entity.
6. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the holder.
7. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $171.88 to $172.87 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.
8. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $172.88 to $173.56 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.
9. 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.
10. 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.
11. Options held of record by Michael Schroepfer and Erin Hoffmann, Co-Trustees of The HS Trust U/A/D 9/28/2011.
12. The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.
13. The option was 100% vested on August 13, 2013.
14. Shares held of record by Michael T. Schroepfer and Erin Hoffmann, Co-Trustees of The Clover Irrevocable Nonexempt Trust U/A/D 6/27/11.
/s/ Michael Johnson as attorney-in-fact for Michael T. Schroepfer 09/14/2017
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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