Facebook has filed an 8-K document with the SEC indicating that it will not move forward with a secondary stock offering, but will pay taxes on RSUs, and that CEO Mark Zuckerberg will not be selling any shares, at least for the next year. The document also indicates that Board members Marc Andreessen and Don Graham will not sell any shares, other than what they may sell to cover taxes.
The document says:
We have adopted an “Insider Trading Policy” that governs the trading of our securities by our directors, officers, employees and consultants. Pursuant to the terms of that policy, all of our executive officers, as well as other members of our senior management team, are required to conduct any purchase or sale transactions in our securities through atrading plan established pursuant to Rule 10b5-1 (“Rule 10b5-1 Plans”) under the Securities Exchange Act of 1934, as amended. Under the company’s current policies, Rule 10b5-1Plans can be entered into only during an open trading window and are subject to a “cooling-off” period before any sales or purchases may occur pursuant to such a Plan.
We understand that two of our non-employee directors, Marc Andreessen and Donald Graham, intend to satisfy taxes incurred in connection with the vesting or settlement of their RSU awards by effecting sales of our common stock. Any such sales will be conducted through Rule 10b5-1 Plans adopted in accordance with our securities trading policies.Other than such tax-related sales, Mr. Andreessen and Mr. Graham have no present intention to sell any shares of our common stock held by them personally.
As of the date of this report, Mark Zuckerberg has not adopted a Rule 10b5-1 Plan and has informed us that he has no intention to conduct any sale transactions in our securities for at least 12 months. Mr. Zuckerberg currently holds in aggregate approximately 444 million shares of Class B common stock as well as 60 million shares of Class Bcommon stock issuable upon the exercise of an option
TechCrunch shares the document in its entirety:
Facebook stock is up 3.5% at $18.35 as of the time of this writing.