Wehner David M. Form 4 Facebook / David M. Wehner 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^*

Wehner David M.

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2016

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	11/15/2016		M		18,750	A	$0	87,672	D
Class A Common Stock	11/15/2016		M		5,370	A	$0	93,042	D
Class A Common Stock	11/15/2016		M		10,022	A	$0	103,064	D
Class A Common Stock	11/15/2016		M		9,905	A	$0	112,969	D
Class A Common Stock	11/15/2016		S		5,640(1)	D	$116.7061(2)	107,329	D
Class A Common Stock	11/15/2016		S		15,146(1)	D	$117.5341(3)	92,183	D
Class A Common Stock	11/15/2016		S		2,200(1)	D	$118.2195(4)	89,983	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)	(5)	11/15/2016		M			18,750	(6)	01/14/2023	Class A Common Stock	18,750	$0	0	D
Restricted Stock Units (RSU) (Class A)	(5)	11/15/2016		M			5,370	(7)	05/05/2023	Class A Common Stock	5,370	$0	21,480	D
Restricted Stock Units (RSU) (Class A)	(5)	11/15/2016		M			10,022	(8)	03/16/2024	Class A Common Stock	10,022	$0	130,293	D
Restricted Stock Units (RSU) (Class A)	(5)	11/15/2016		M			9,905	(9)	03/15/2025	Class A Common Stock	9,905	$0	128,765	D

Explanation of Responses:

1. Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $116.11 to $117.10 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $117.11 to $118.10 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $118.11 to $118.47 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

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

6. The RSUs vested as to 1/4th of the total shares on November 15, 2013 and then an additional 1/16th of the total shares vest quarterly thereafter, subject to continued service through each vesting date.

7. The RSUs vest as to 1/16th of the total shares on February 15, 2014 and then an additional 1/16th of the total shares vest quarterly thereafer, subject to continued service through each vesting date.

8. The RSUs vest as to 1/16th of the total shares on May 15, 2016 and then an additional 1/16th of the total shares vest quarterly thereafer, subject to continued service through each vesting date.

9. The RSUs vest as to 1/5th of the total shares on February 15, 2016, after which 1/20th of the total shares vest quarterly, subject to continued service through each vesting date.

	/s/ Michael Johnson as attorney-in-fact for David M. Wehner	11/17/2016
	** Signature of Reporting Person	Date
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