SEC Form 5
FORM 5 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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). | |||||||||||||||||
Form 3 Holdings Reported. | |||||||||||||||||
Form 4 Transactions Reported. |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Facebook Inc [ FB ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2019 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
Amount | (A) or (D) | Price | |||||||||||||
Class A Common Stock | 3,367 | I | By Spouse(1) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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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) | |||
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Restricted Stock Units (RSU) (Class A) | (2) | (3) | (3) | Class A Common Stock | 299 | 299 | I | By Spouse(1) | ||||||
Restricted Stock Units (RSU) (Class A) | (2) | (4) | (4) | Class A Common Stock | 2,627 | 2,627 | I | By Spouse(1) | ||||||
Restricted Stock Units (RSU) (Class A) | (2) | (5) | (5) | Class A Common Stock | 5,856 | 5,856 | I | By Spouse(1) | ||||||
Restricted Stock Units (RSU) (Class A) | (2) | (6) | (6) | Class A Common Stock | 32,015 | 32,015 | I | By Spouse(1) |
Explanation of Responses: |
1. To the extent the Reporting Person acquired a pecuniary interest in the securities held by his spouse and reported herein, he did so on November 30, 2019. The Reporting Person disclaims Section 16 beneficial ownership over the securities reported herein except to the extent of his pecuniary interest therein, if any. |
2. Each Restricted Stock Unit ("RSU") represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement. |
3. The RSUs vest as to 1/4th of the total shares on the first anniversary of the grant date (March 15, 2016) and then an additional 1/16th of the total shares vest quarterly thereafter, subject to continued service through each vesting date. |
4. The RSUs shall vest quarterly as to 1/16th of the total shares, commencing the first quarter following the grant date (March 15, 2017), subject to continued service through each vesting date. |
5. The RSUs shall vest quarterly as to 1/16th of the total shares, commencing the first quarter following the grant date (March 20, 2018), subject to continued service through each vesting date. |
6. The RSUs shall vest quarterly as to 1/16th of the total shares, commencing the first quarter following the grant date (March 20, 2019), subject to continued service through each vesting date. |
/s/ Michael Johnson as attorney-in-fact for David M. Wehner | 02/14/2020 | |
** 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. |