Meta Platforms (META) Form 4 Facebook / Michael Todd Schroepfer ownership change

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)
03/15/2016

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	03/15/2016		C		20,000(1)	A	$1.854	488,680	D
Class A Common Stock	03/15/2016		S(2)		20,000	D	$109.13	468,680	D

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
Restricted Stock Units (RSU) (Class A)	(3)	03/15/2016		A		134,920		(4)	03/14/2026	Class A Common Stock	134,920	$0	134,920	D
Stock Option (Right to Buy Class B Common Stock)	$1.854	03/15/2016		M			20,000	(5)	01/11/2019	Class B Common Stock(6)	20,000	$0	238,130	D
Class B Common Stock(6)	(6)	03/15/2016		M		20,000		(6)	(6)	Class A Common Stock	20,000	$0	20,000	D
Class B Common Stock(6)	(6)	03/15/2016		C			20,000(7)	(6)	(6)	Class A Common Stock	20,000	$0	0	D
Stock Option (Right to Buy Class B Common Stock)	$1.854							(8)	01/11/2019	Class B Common Stock(6)	26,940		26,940	I	By The Clover Irrevocable Nonexempt Trust(9)

Explanation of Responses:

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. The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

3. Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.

4. The RSUs shall vest quarterly as to 1/16th of the total shares, commencing the first quarter following November 15, 2019, subject to continued service through each vesting date.

5. The option was 100% vested on August 13, 2013. In connection with certain estate planning transfers, options to purchase a portion of the vested shares are held by Michael Schroepfer and Erin Hoffmann, Co-Trustees of the HS Trust u/a/d 9/28/11.

6. 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.

7. The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.

8. The option was 100% vested on August 13, 2013.

9. 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	03/17/2016
	** Signature of Reporting Person	Date
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