Cox Christopher K Form 4 Facebook / Christopher K Cox 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^*

Cox Christopher K

(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 Product Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2019

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	02/15/2019		M		26,847	A	$0	85,331	D
Class A Common Stock	02/15/2019		F		13,311(1)	D	$163.95	72,020	D
Class A Common Stock	02/15/2019		M		10,023	A	$0	82,043	D
Class A Common Stock	02/15/2019		F		4,970(1)	D	$163.95	77,073	D
Class A Common Stock	02/15/2019		M		8,255	A	$0	85,328	D
Class A Common Stock	02/15/2019		F		4,093(1)	D	$163.95	81,235	D
Class A Common Stock	02/15/2019		C		34,122(2)	A	$0	115,357	D
Class A Common Stock	02/15/2019		F		16,016(1)	D	$163.95	99,341	D
Class A Common Stock	02/19/2019		S(3)		5,300	D	$160.35	94,041	D
Class A Common Stock								74,107	I	Christopher K. Cox 2017 Annuity Trust u/a/d 10/24/2017(4)
Class A Common Stock								125,893	I	Christopher K. Cox 2018 Annuity Trust II U/A DTD 12/19/2018(5)
Class A Common Stock								74,107	I	Christopher K. Cox 2018 Annuity Trust III U/A DTD 12/19/2018(6)

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)	(7)	02/15/2019		M			26,847	(8)	05/05/2023	Class A Common Stock	26,847	$0	241,624	D
Restricted Stock Units (RSU) (Class A)	(7)	02/15/2019		M			10,023	(9)	03/16/2024	Class A Common Stock	10,023	$0	40,090	D
Restricted Stock Units (RSU) (Class A)	(7)	02/15/2019		M			8,255	(10)	03/15/2025	Class A Common Stock	8,255	$0	66,035	D
Restricted Stock Unit (RSU) (Class B)	(11)	02/15/2019		M			34,122	(10)	05/02/2022	Class B Common Stock(12)	34,122	$0	238,857	D
Class B Common Stock(12)	(12)	02/15/2019		M		34,122		(12)	(12)	Class A Common Stock	34,122	$0	34,122	D
Class B Common Stock(12)	(12)	02/15/2019		C			34,122(13)	(12)	(12)	Class A Common Stock	34,122	$0	0	D

Explanation of Responses:

1. 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.

2. 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.

3. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the holder.

4. Shares held of record by Christopher K. Cox, Trustee of The Christopher K. Cox 2017 Annuity Trust u/a/d 10/24/2017.

5. Shares held of record by Christopher K. Cox, Trustee of The Christopher K. Cox 2018 Annuity Trust II U/A DTD 12/19/2018.

6. Shares held of record by Christopher K. Cox, Trustee of The Christopher K. Cox 2018 Annuity Trust III U/A DTD 12/19/2018.

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

8. The RSUs vest as to 1/16th of the total shares quarterly, beginning on August 15, 2017, subject to continued service through each vesting date.

9. 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.

10. The RSUs vest as to 1/16th of the total shares quarterly, beginning on February 15, 2017, subject to continued service through each vesting date.

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

12. 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.

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

	/s/ Michael Johnson as attorney-in-fact for Christopher K. Cox	02/20/2019
	** Signature of Reporting Person	Date
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