Edgar Filing: Schroepfer Michael Todd

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Schroepfer Michael Todd

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

(Last)

(First)

(Middle)

C/O FACEBOOK, INC., 1601 WILLOW ROAD

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2018

(Street)

MENLO PARK, CA 94025

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/15/2018		M		26,847	A	$ 0	615,541	D
Class A Common Stock	11/15/2018		F⁽¹⁾		13,311	D	$ 144.22	602,230	D
Class A Common Stock	11/15/2018		M		10,022	A	$ 0	612,252	D
Class A Common Stock	11/15/2018		F⁽¹⁾		4,969	D	$ 144.22	607,283	D
Class A Common Stock	11/15/2018		M		8,254	A	$ 0	615,537	D
Class A Common Stock	11/15/2018		F⁽¹⁾		4,093	D	$ 144.22	611,444	D
Class A Common Stock	11/16/2018		G⁽²⁾	V	157,745	D	$ 0	518,882	I	By The HS Trust U/A/D 9/28/2011 ⁽³⁾
Class A Common Stock	11/16/2018		G⁽²⁾	V	310,109	D	$ 0	301,335	D
Class A Common Stock	11/19/2018		G	V	36,500	D	$ 0	482,382	I	By The HS Trust U/A/D 9/28/2011 ⁽³⁾
Class A Common Stock	11/19/2018		G	V	36,500	A	$ 0	36,500	I	By The Erin Hoffman 2018 Annuity Trust U/A/D 11/15/2018 ⁽⁴⁾
Class A Common Stock	11/19/2018		G	V	36,500	D	$ 0	445,882	I	By The HS Trust U/A/D 9/28/2011 ⁽³⁾
Class A Common Stock	11/19/2018		G	V	36,500	A	$ 0	36,500	I	By The Michael Schroepfer 2018 Annuity Trust U/A/D 11/15/2018 ⁽⁵⁾
Class A Common Stock								14,682	I	By The Erin Hoffmann 2017 Annuity Trust U/A/D 6/29/2017 ⁽⁶⁾
Class A Common Stock								14,682	I	By The Michael Schroepfer 2017 Annuity Trust U/A/D 6/29/2017 ⁽⁷⁾

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units (RSU) (Class A)

⁽⁸⁾

11/15/2018

26,847

⁽⁹⁾

05/05/2023

Class A Common Stock

26,847

$ 0

322,165

Restricted Stock Units (RSU) (Class A)

⁽⁸⁾

11/15/2018

10,022

⁽¹⁰⁾

03/16/2024

Class A Common Stock

10,022

$ 0

50,113

Restricted Stock Units (RSU) (Class A)

⁽⁸⁾

11/15/2018

8,254

⁽¹¹⁾

03/15/2025

Class A Common Stock

8,254

$ 0

74,290

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Schroepfer Michael Todd C/O FACEBOOK, INC. 1601 WILLOW ROAD MENLO PARK, CA 94025			Chief Technology Officer

Signatures

/s/ Michael Johnson as attorney-in-fact for Michael T. Schroepfer		11/19/2018
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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 shares of Class A Common Stock that the holder donated as a gift to a charitable entity.
(3)	Shares held of record by Michael Schroepfer and Erin Hoffmann, Co-Trustees of The HS Trust U/A/D 9/28/2011.
(4)	Shares held of record by Erin Hoffmann, Trustee of The Erin Hoffmann 2018 Annuity Trust U/A/D 11/15/2018, a grantor retained annuity trust for the benefit of the reporting person's spouse.
(5)	Shares held of record by Michael Schroepfer, Trustee of The Michael Schroepfer 2018 Annuity Trust U/A/D 11/15/2018, a grantor retained annuity trust for the benefit of the reporting person.
(6)	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.
(7)	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.
(8)	Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.
(9)	The RSUs vest as to 1/16th of the total shares quarterly, beginning on November 15, 2017, subject to continued service through each vesting date.
(10)	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.
(11)	The RSUs vest as to 1/16th of the total shares quarterly, beginning on May 15, 2017, subject to continued service through each vesting date.

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