SEC FORM 5

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^*

Schroepfer Michael Todd

(Last)

(First)

(Middle)

C/O FACEBOOK INC.

1601 WILLOW ROAD

(Street)

MENLO PARK

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. 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)

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 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)
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)	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	12/12/2016		P4⁽¹⁾⁽²⁾	52	A	$117.77	52	I	The Clover Irrevocable Exempt Trust U/A/D 6/27/2011⁽³⁾
Class A Common Stock	01/12/2017		P4⁽¹⁾⁽²⁾	27	A	$126.62	79	I	The Clover Irrevocable Exempt Trust U/A/D 6/27/2011⁽³⁾
Class A Common Stock	04/19/2017		P4⁽¹⁾⁽²⁾	8	A	$142.27	87	I	The Clover Irrevocable Exempt Trust U/A/D 6/27/2011⁽³⁾
Class A Common Stock	10/12/2017		P4⁽¹⁾⁽²⁾	6	A	$172.55	93	I	The Clover Irrevocable Exempt Trust U/A/D 6/27/2011⁽³⁾
Class A Common Stock	05/30/2018		S4⁽¹⁾⁽²⁾	8	D	$187.67	85	I	The Clover Irrevocable Exempt Trust U/A/D 6/27/2011⁽³⁾
Class A Common Stock	05/30/2018		S4⁽¹⁾⁽²⁾	6	D	$187.67	79	I	The Clover Irrevocable Exempt Trust U/A/D 6/27/2011⁽³⁾
Class A Common Stock	03/06/2019		P4⁽¹⁾⁽²⁾	33	A	$172.51	112	I	The Clover Irrevocable Exempt Trust U/A/D 6/27/2011⁽³⁾
Class A Common Stock	07/25/2019		P4⁽¹⁾⁽²⁾	49	A	$200.71	161	I	The Clover Irrevocable Exempt Trust U/A/D 6/27/2011⁽³⁾
Class A Common Stock	10/10/2019		S4⁽¹⁾⁽²⁾	49	D	$181.4324	112	I	The Clover Irrevocable Exempt Trust U/A/D 6/27/2011⁽³⁾
Class A Common Stock	12/12/2016		P4⁽¹⁾⁽²⁾	655	A	$117.77	28,909	I	The HS Trust U/A/D 9/28/2011⁽⁴⁾
Class A Common Stock	01/23/2017		P4⁽¹⁾⁽²⁾	180	A	$128.93	85,588	I	The HS Trust U/A/D 9/28/2011⁽⁴⁾
Class A Common Stock	03/22/2017		P4⁽¹⁾⁽²⁾	51	A	$139.59	142,238	I	The HS Trust U/A/D 9/28/2011⁽⁴⁾
Class A Common Stock	05/09/2017		P4⁽¹⁾⁽²⁾	34	A	$150.48	170,583	I	The HS Trust U/A/D 9/28/2011⁽⁴⁾
Class A Common Stock	12/14/2017		P4⁽¹⁾⁽²⁾	1,550	A	$178.39	338,023	I	The HS Trust U/A/D 9/28/2011⁽⁴⁾
Class A Common Stock	03/26/2018		S4⁽¹⁾⁽²⁾	710	D	$160.06	421,990	I	The HS Trust U/A/D 9/28/2011⁽⁴⁾
Class A Common Stock	05/04/2018		P4⁽¹⁾⁽²⁾	675	A	$176.61	450,817	I	The HS Trust U/A/D 9/28/2011⁽⁴⁾
Class A Common Stock	10/08/2018		S4⁽¹⁾⁽²⁾	661	D	$157.25	591,280	I	The HS Trust U/A/D 9/28/2011⁽⁴⁾
Class A Common Stock	11/20/2018		S4⁽¹⁾⁽²⁾	100	D	$132.43	447,556	I	The HS Trust U/A/D 9/28/2011⁽⁴⁾
Class A Common Stock	12/28/2018		S4⁽¹⁾⁽²⁾	52	D	$133.2	475,552	I	The HS Trust U/A/D 9/28/2011⁽⁴⁾
Class A Common Stock	02/21/2019		P4⁽¹⁾⁽²⁾	876	A	$160.04	476,428	I	The HS Trust U/A/D 9/28/2011⁽⁴⁾
Class A Common Stock	04/04/2019		P4⁽¹⁾⁽²⁾	253	A	$176.02	476,681	I	The HS Trust U/A/D 9/28/2011⁽⁴⁾
Class A Common Stock	06/06/2019		S4⁽¹⁾⁽²⁾	174	D	$168.33	476,507	I	The HS Trust U/A/D 9/28/2011⁽⁴⁾
Class A Common Stock	06/06/2019		S4⁽¹⁾⁽²⁾	79	D	$168.33	476,428	I	The HS Trust U/A/D 9/28/2011⁽⁴⁾
Class A Common Stock	06/06/2019		S4⁽¹⁾⁽²⁾	253	D	$168.33	476,175	I	The HS Trust U/A/D 9/28/2011⁽⁴⁾
Class A Common Stock	07/30/2019		P4⁽¹⁾⁽²⁾	257	A	$197.04	476,432	I	The HS Trust U/A/D 9/28/2011⁽⁴⁾
Class A Common Stock	08/28/2019		P4⁽¹⁾⁽²⁾	154	A	$181.76	476,586	I	The HS Trust U/A/D 9/28/2011⁽⁴⁾
Class A Common Stock	10/03/2019		S4⁽¹⁾⁽²⁾	257	D	$179.38	476,329	I	The HS Trust U/A/D 9/28/2011⁽⁴⁾

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)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. A third-party investment advisor retained by the reporting person carried out these transactions in its sole discretion without direction or knowledge from the reporting person or his spouse. The advisor recently brought the transactions to the attention of Facebook, Inc. ("Issuer") and the reporting person. Such transactions may be subject to Section 16(b) under the Securities Exchange Act of 1934, as amended, and therefore the reporting person paid $80,848.16 to Issuer as disgorgement of the maximum amount of the profit realized in connection with such transactions, regardless of whether such disgorgement would have actually been required by law.

2. The shares reported in these transactions are held by trusts, for which the reporting person and his spouse serve as trustees, in separate accounts managed by the third-party investment advisor. The reporting person disclaims beneficial ownership of the shares held by the trusts, except to the extent of his pecuniary interest therein.

3. Shares held of record by Michael Schroepfer and Erin Hoffmann, Co-Trustees of The Clover Irrevocable Exempt Trust U/A/D 6/27/2011.

4. Shares held of record by Michael Schroepfer and Erin Hoffmann, Co-Trustees of The HS Trust U/A/D 9/28/2011.

Remarks:

This is 1 of 2 Forms 5 being filed.

	/s/ Michael Johnson as attorney-in-fact for Michael T. Schroepfer	02/13/2020
	** 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.