Edgar Filing: Koum Jan

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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Koum Jan

2. Issuer Name and Ticker or Trading Symbol
Facebook Inc [FB]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O FACEBOOK, INC., 1601 WILLOW ROAD

3. Date of Earliest Transaction (Month/Day/Year)
07/14/2017

(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	05/18/2017		J⁽¹⁾	V	1,041,957	D	$ 0	1,328,491	I	By Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust V U/A/D 4/29/2015 ⁽²⁾
Class A Common Stock	05/18/2017		J⁽¹⁾	V	1,041,957	A	$ 0	10,733,834	I	By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 ⁽³⁾
Class A Common Stock	05/18/2017		J⁽⁴⁾	V	1,328,491	D	$ 0	0	I	By Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust V U/A/D 4/29/2015 ⁽²⁾
Class A Common Stock	05/18/2017		J⁽⁴⁾	V	1,328,491	A	$ 0	2,325,941	I	By BNY Mellon Trust of Delaware, Trustee of The Jan Koum Family Trust II U/A/D 2/4/2015 ⁽⁵⁾
Class A Common Stock	05/18/2017		J⁽⁶⁾	V	1,257,120	D	$ 0	2,242,880	I	By Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust IX U/A/D 4/13/2016 ⁽⁷⁾
Class A Common Stock	05/18/2017		J⁽⁶⁾	V	1,257,120	A	$ 0	11,990,954	I	By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 ⁽³⁾
Class A Common Stock	07/14/2017		S⁽⁸⁾		3,490,137	D	$ 160.018 ⁽⁹⁾	8,500,817	I	By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 ⁽³⁾
Class A Common Stock	07/17/2017		S⁽⁸⁾		31,663	D	$ 160.3764 ⁽¹⁰⁾	8,469,154	I	By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 ⁽³⁾
Class A Common Stock	07/18/2017		S⁽⁸⁾		23,753	D	$ 160.493 ⁽¹¹⁾	8,445,401	I	By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 ⁽³⁾
Class A Common Stock	07/18/2017		S⁽⁸⁾		29,045	D	$ 161.4763 ⁽¹²⁾	8,416,356	I	By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 ⁽³⁾
Class A Common Stock	07/18/2017		S⁽⁸⁾		18,218	D	$ 162.614 ⁽¹³⁾	8,398,138	I	By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 ⁽³⁾
Class A Common Stock	07/18/2017		S⁽⁸⁾		7,184	D	$ 163.2087 ⁽¹⁴⁾	8,390,954	I	By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 ⁽³⁾
Class A Common Stock								2,236,923	I	By Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VI U/A/D 8/5/2015 ⁽¹⁵⁾
Class A Common Stock								2,060,265	I	By Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VII U/A/D 10/20/2015 ⁽¹⁶⁾
Class A Common Stock								2,103,543	I	By Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VIII U/A/D 1/29/2016 ⁽¹⁷⁾
Class A Common Stock								1,314,746	I	By Jan Koum, Trustee of The Jan Koum Family Trust U/A/D 4/29/2014 ⁽¹⁸⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Koum Jan C/O FACEBOOK, INC. 1601 WILLOW ROAD MENLO PARK, CA 94025	X

Signatures

/s/Michael Johnson as attorney-in-fact for Jan Koum		07/18/2017
^**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 transfer of shares from Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust V U/A/D 4/29/2015 to Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004. The reporting person remains the beneficial owner of all of the shares after the transfer.
(2)	Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust V U/A/D 4/29/2015.
(3)	Shares held of record by Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004.
(4)	Represents a transfer of shares from Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust V U/A/D 4/29/2015 to BNY Mellon Trust of Delaware, Trustee of The Jan Koum Family Trust II U/A/D 2/4/2015.
(5)	Shares held of record by BNY Mellon Trust of Delaware, Trustee of The Jan Koum Family Trust II U/A/D 2/4/2015. The reporting person exercises voting and dispositive powers over these shares, but has no pecuniary interest in these shares.
(6)	Represents a transfer of shares from Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust IX U/A/D 4/13/2016 to Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004. The reporting person remains the beneficial owner of all of the shares after the transfer.
(7)	Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust IX U/A/D 4/13/2016.
(8)	The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the holder.
(9)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $160.00 to $160.32 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.
(10)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $160.00 to $160.75 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.
(11)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $160.00 to $160.99 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.
(12)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $161.00 to $161.99 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.
(13)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $162.00 to $162.99 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.
(14)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $163.00 to $163.70 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.
(15)	Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VI U/A/D 8/5/2015.
(16)	Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VII U/A/D 10/20/2015.
(17)	Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VIII U/A/D 1/29/2016.
(18)	Shares held of record by Jan Koum, Trustee of The Jan Koum Family Trust U/A/D 4/29/2014. The reporting person exercises voting and dispositive powers over these shares, but has no pecuniary interest in these shares.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.