Sec Form 4 Filing - Zuckerberg Mark @ Facebook Inc - 2021-03-01

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 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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1. Name and Address of Reporting Person Zuckerberg Mark 2. Issuer Name and Ticker or Trading Symbol Facebook Inc [ FB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) COB and CEO (Last) (First) (Middle) C/O FACEBOOK, INC., 1601 WILLOW ROAD 3. Date of Earliest Transaction (MM/DD/YY) 03/01/2021 (Street) MENLO PARK, CA94025 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/01/2021 C 29,000 A $ 0 29,000 I By CZI Holdings, LLC ( 1 ) Class A Common Stock 03/01/2021 S( 2 ) 4,931 D $ 258.7334 ( 3 ) 24,069 I By CZI Holdings, LLC ( 1 ) Class A Common Stock 03/01/2021 S( 2 ) 2,500 D $ 259.5255 ( 4 ) 21,569 I By CZI Holdings, LLC ( 1 ) Class A Common Stock 03/01/2021 S( 2 ) 6,900 D $ 260.8184 ( 5 ) 14,669 I By CZI Holdings, LLC ( 1 ) Class A Common Stock 03/01/2021 S( 2 ) 5,500 D $ 261.695 ( 6 ) 9,169 I By CZI Holdings, LLC ( 1 ) Class A Common Stock 03/01/2021 S( 2 ) 1,600 D $ 262.3954 ( 7 ) 7,569 I By CZI Holdings, LLC ( 1 ) Class A Common Stock 03/01/2021 S( 2 ) 1,440 D $ 264.0377 ( 8 ) 6,129 I By CZI Holdings, LLC ( 1 ) Class A Common Stock 03/01/2021 S( 2 ) 2,429 D $ 264.8921 ( 9 ) 3,700 I By CZI Holdings, LLC ( 1 ) Class A Common Stock 03/01/2021 S( 2 ) 3,600 D $ 265.9071 ( 10 ) 100 I By CZI Holdings, LLC ( 1 ) Class A Common Stock 03/01/2021 S( 2 ) 100 D $ 266.43 0 I By CZI Holdings, LLC ( 1 ) Class A Common Stock 03/01/2021 S( 11 ) 1,750 D $ 258.7036 ( 12 ) 3,060,089 I By Chan Zuckerberg Initiative Foundation ( 13 ) Class A Common Stock 03/01/2021 S( 11 ) 1,300 D $ 259.6557 ( 14 ) 3,058,789 I By Chan Zuckerberg Initiative Foundation ( 13 ) Class A Common Stock 03/01/2021 S( 11 ) 2,350 D $ 260.8914 ( 15 ) 3,056,439 I By Chan Zuckerberg Initiative Foundation ( 13 ) Class A Common Stock 03/01/2021 S( 11 ) 2,300 D $ 261.7222 ( 16 ) 3,054,139 I By Chan Zuckerberg Initiative Foundation ( 13 ) Class A Common Stock 03/01/2021 S( 11 ) 550 D $ 262.5527 ( 17 ) 3,053,589 I By Chan Zuckerberg Initiative Foundation ( 13 ) Class A Common Stock 03/01/2021 S( 11 ) 700 D $ 264.2945 ( 18 ) 3,052,889 I By Chan Zuckerberg Initiative Foundation ( 13 ) Class A Common Stock 03/01/2021 S( 11 ) 1,250 D $ 265.3425 ( 19 ) 3,051,639 I By Chan Zuckerberg Initiative Foundation ( 13 ) Class A Common Stock 03/01/2021 S( 11 ) 800 D $ 266.1319 ( 20 ) 3,050,839 I By Chan Zuckerberg Initiative Foundation ( 13 ) Class A Common Stock 03/01/2021 C 4,750 A $ 0 4,750 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 ( 21 ) Class A Common Stock 03/01/2021 S( 22 ) 1,120 D $ 259.014 ( 23 ) 3,630 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 ( 21 ) Class A Common Stock 03/01/2021 S( 22 ) 640 D $ 260.5592 ( 24 ) 2,990 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 ( 21 ) Class A Common Stock 03/01/2021 S( 22 ) 1,243 D $ 261.3165 ( 25 ) 1,747 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 ( 21 ) Class A Common Stock 03/01/2021 S( 22 ) 590 D $ 262.2219 ( 26 ) 1,157 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 ( 21 ) Class A Common Stock 03/01/2021 S( 22 ) 217 D $ 264.1021 ( 27 ) 940 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 ( 21 ) Class A Common Stock 03/01/2021 S( 22 ) 450 D $ 265.1969 ( 28 ) 490 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 ( 21 ) Class A Common Stock 03/01/2021 S( 22 ) 490 D $ 266.0771 ( 29 ) 0 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 ( 21 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B Common Stock ( 30 ) ( 30 ) 03/01/2021 C 29,000 ( 30 ) ( 30 ) Class A Common Stock 29,000 $ 0 353,387,977 I By CZI Holdings, LLC ( 1 ) Class B Common Stock ( 30 ) ( 30 ) 03/01/2021 C 4,750 ( 30 ) ( 30 ) Class A Common Stock 4,750 $ 0 5,478,498 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 ( 21 ) Class B Common Stock ( 30 ) ( 30 ) ( 30 ) ( 30 ) Class A Common Stock 1,908,602 1,908,602 I By Chan Zuckerberg Initiative Foundation ( 13 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Zuckerberg Mark C/O FACEBOOK, INC. 1601 WILLOW ROAD MENLO PARK, CA94025 X X COB and CEO Signatures /s/ Michael Johnson, attorney-in-fact for Mark Zuckerberg 03/03/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares held of record by CZI Holdings, LLC ("CZI"). Mark Zuckerberg, Trustee of th e Mark Zuckerberg Trust dated July 7, 2006 ("2006 Trust"), is the sole member of CZI. Mr. Zuckerberg is the sole trustee of the 2006 Trust and, therefore, is deemed to have sole voting and investment power over the securities held by CZI. ( 2 )The sales reported were effected by CZI pursuant to its Rule 10b5-1 trading plan ( 3 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $258.16 to $259.15 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written 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 $259.16 to $260.15 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 5 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $260.20 to $261.19 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 6 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $261.20 to $262.18 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 7 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $262.20 to $262.88 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 8 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $263.37 to $264.335 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 9 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $264.37 to $265.345 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote ( 10 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $265.38 to $266.30 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 11 )The sales reported were effected by Mark Zuckerberg, Trustee and Settlor of the Chan Zuckerberg Initiative Foundation ("CZI Foundation"), formerly known as the Chan Zuckerberg Foundation, pursuant to its Rule 10b5-1 trading plan. ( 12 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $258.20 to $259.17 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 13 )Shares held of record by CZI Foundation. The reporting person is deemed to have voting and investment power over the shares held by CZI Foundation, but has no pecuniary interest in these shares. ( 14 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $259.22 to $260.20 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 15 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $260.33 to $261.315 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 16 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $261.33 to $262.30 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 17 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $262.35 to $263.255 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 18 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $263.77 to $264.65 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 19 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $264.80 to $265.785 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 20 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $265.875 to $266.47 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 21 )Shares held of record by Mark Zuckerberg, Trustee of the 2006 Trust. ( 22 )The sales reported were effected by Mark Zuckerberg, Trustee of the 2006 Trust pursuant to its Rule 10b5-1 trading plan. ( 23 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $258.54 to $259.47 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 24 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $259.85 to $260.82 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 25 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $260.87 to $261.85 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 26 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $261.87 to $262.75 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 27 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $263.705 to $264.45 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 28 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $264.71 to $265.54 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 29 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $265.72 to $266.56 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 30 )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.

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).

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