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Mark Zuckerberg sells 30.2 million shares of $FB common stock at $37.58 (sec.gov)
279 points by bond on May 23, 2012 | hide | past | web | favorite | 169 comments

It was in the S-1 filing, so it's not new news:


I remember back in the 90's that every time Bill Gates sold 1 or 2 percent of Microsoft, people would freak out that Microsoft's collapse was imminent. Even though he did it every six months.

Whatever you think of Facebook, it is extremely prudent for Zuckerberg to diversify. If he had $1 million in non-FB assets, he would still have 99.99% of his assets in Facebook. That's a crazy amount of his wealth concentrated in one stock.

Arguably, that's the whole point in owning stock in the company you own, control, and oversee. You can help make it go up and it's in your complete interest to help it become successful. You have no such control or incentive with other companies.

When you've got hundreds of millions of shares, you can sell tens of millions without losing ownership. At the same time you also insulate yourself from the risk of you or somebody who works for you fucking everything up.

Not just that but also macro variables that affect the performance of the equity markets as a whole... He is being prudent in diversifying a fraction of his exposure away not just of FB, but also from the asset class and perhaps even the currency / country.

...and that's before you take into account that his own personal future earnings potential is also unavoidably correlated with how well Facebook does. Diversification makes complete sense.

Even less of news when he has to make this type of sale to pay taxes.

> Even less of news when he has to make this type of sale to pay taxes.

What did he do so he owes taxes?

Exercising in-the-money options is taxable. Receiving stock grants is a taxable event.

Owning stock (or options) in a company that goes public is not a taxable event.

Note that he got to sell (some?) now. Ordinary employees are still in lockout.

Does anyone know why, as a Facebook employee, Mark Zuckerberg is not subject to the same 90-day lockup period for disposing of his shares on the public market as the rest of the employees?

EDIT: The lock-up period isn't an SEC requirement; it's an agreement made with the underwriters. The S-1 filing states:

"Morgan Stanley & Co. LLC may, in its sole discretion, permit our executive officers, our directors, and the selling stockholders to sell shares prior to the expiration of the restrictive provisions contained in the “lock-up” agreements with the underwriters."

And it looks like they let him do just that.

He's CEO, bitch? (sorry), but maybe other directors were allowed to as well? I imagine my first answer is sadly not far from the truth..

he excercised twice as many shares.

In effect, Zuckerberg just took an enormous salary in the form of exercising options. He has to pay tax on that income.

Let's say he exercised options that earned him $5BB. (I don't know what the exact amount was. It was in the billions, no doubt.) So let's say maybe he owes $2BB in taxes. As for the rest of his shares and what they are "worth", those are going to fluctuate in value, based on the company's performance.

Now, let's say you are a FB shareholder. Ask yourself as a shareholder if the FB CEO has earned a $5BB salary. What has he done for you? How is your FB stock doing? OK, so let's say you think he is a genius and certainly deserves $5BB. Then ask yourself why he would want $5BB in income in _one year_. He wants it all right now. That's an awful lot of income. And a lot of tax to pay.

Why the rush to cash out?

Whatever happens to Facebook, he is set for life. Good for him, but not necessarily good for Facebook shareholders. He has little incentive to deliver.

Wall St. is going to love him, I can already tell.

He's worth about 26 billion, I'm pretty sure that even if he cashes out 5 billion that is still plenty of incentive to deliver. He's waited 8 years, I don't consider that a "rush" to cash out.

One might argue the eight years of waiting was simply to get to this point, when income had reached its peak ($1BB), and where FB could IPO and certain parties could extract maximum profit. The "rush" is cashing out just as the company opens its books to the public.

If FB revenues continue to go up, then I'm wrong. But unless Facebook "finds" a novel business model I do not see revenue continuing to climb; I believe we are at the peak, and now begins the descent. If he waited eight years, then why not wait a little longer? I believe there is a reason now was the time. Time will tell.

Why use BB to represent billion, as opposed to one B? Seems unnecessary.

It's standard English.

I'm not sure it is.

MM is semi-standard English, at least in the US, because M can be confused with the M used for one thousand.

But B doesn't get confused with anything, and I've never seen BB written anywhere before this..

Not in England. At least it's new to me.

Nothing wrong with diversifying just a tad.

I don't think the issue is his personal financial planning.

A) it's not "not news" because the intent for this was disclosed in the S-1 B) is this a necessary distinction on hackernews? I'd been under the impression this site is more about discussion about topics of interest to geeks and the odd primary source (such as this SEC link is). Did you write this same comment when Berners-Lee original email proposing the web made the front page?

Every three cents more per share would have been another million dollars.

You know what's cool? 1.134916 billion dollars.

Hey, who else has finances that look like this?

  Mark Zuckerberg, Trustee of The Mark Zuckerberg 2008 Annuity Trust dated March 13, 2008

This is pretty common when someone has a lot of cash that is liable to capitol gains. If you sell the assets to the pat you can pay the taxes over time on the money that is distributed instead of paying the capitol gains all at once and loosing that earning power. You do loose the money in that it you cant use it but you make more money in the long run because you spread the taxes out and make money on the potential tax liability up until it is distributed.

edit: It is the same as not paying any taxes all year on your payroll and putting the money in the market to make the interest you can, and then paying the tax man in April.

edit typo

edit adding typos back in

I think you mean 'capital', as in capitalism.

Capitol is the building in which a legislature meets. eg: The Capitol Building.

Which is extra confusing, because it's in the capital city.

The capitol in the capital on capitol hill, down the parkway past the park. No, the park park, not the car park. English is a fun language. No opinion on the English though.

Sounds like we'll have a capital time!

Of course, Capitol is ancient Latin word.

English isn't particular about its loanwords.

"Capital" comes from the Latin word for "head"; leading cities that have historically dominated their neighbors became known as capitals because they were the "heads" of their regions.

"Capitol" comes from the name of the Capitoline hill, at the center of Rome.

Careful. Taxes in the US are pay-as-you-go. You can't just "pay the tax man in April." Well, you can, but you also have to pay him the penalty for failing to pay throughout the year. See http://www.irs.gov/taxtopics/tc306.html.

The "penalty", as I understand it, is neither a fine nor a record of wrongdoing, as paying at the end of the year is not illegal. The penalty is the IRS saying that it would like to have the interest back that it otherwise would have earned if you had paid earlier.

As far as I understand, it's perfectly kosher to wait until the end of the year to make payments; you just have to make sure you have the money to actually pay then.

Disclaimer: I am not an accountant nor do I have expertise on this matter.

It's a little more complicated than that, and it is a penalty. You may also owe interest, and they are two separate things (and interest is statutory, so you're really not negotiating there). There are multiple penalties for underpayment and nonpayment of federal taxes. If you're an employee and not withholding enough (because you have other income or AMT for example), you should be making estimated payments to cover the difference. Your employer is also subject to penalties if it fails to withhold and pay the gov't employment taxes (social security and medicare), and it's usually 100%. If you are self-employed, you need to make estimated payments.

tl;dr: the gov't has cashflow problems, too, and doesn't like to issue t-bonds to finance its receivables.

There is an exception as mentioned there. If you pay an amount equal to 100% of the previous year's liability (110% if your AGI is over $150k), it doesn't matter how much more you owe in April.

(I personally ended up with a 2011 tax liability that was something like 160% of my 2010 liability, but I'd paid estimated taxes equal to my 2010 liabilities. So I had to cut the IRS a pretty big check in April, but had no penalties.)

Right, you made estimated payments, and it was exactly the right way. You paid based on a reasonable estimation.

The point is it's pretty hard to just avoid paying taxes all year (either by plain not paying your self-employment taxes or misrepresenting your situation on a W-4), bank it, and come out clean.

It depends. You argument is very narrow. There are LOTS of ways to avoid paying your fair share of taxes, it depends on the situation and where the cash flows are coming from.

As for the Zuckerburg situation, what he did is pretty common. Though I have heard of an alternative to selling those shares, someone in his position could use a portion of his facebook shares as leverage and get a loan to pay the tax man, then said person could pay back the loan with the cash flows generated by the stock. Though in that scenario the interest on the loan and the cash flows of the shares would have to be favorable (i e, a finance question). Additionally, I have heard that getting a loan like that is difficult (something to do with eligibility and/or regulation), but don't quote me on that last part I am not that familiar with it myself.

No, it doesn't depend. And who said anything about fair? I'm talking about obligated and compelled.

> get a loan to pay the tax man

Yeah, so he pays the taxes with somebody else's money. Tax man gets paid, right? Tell me the scenario where a guy pays no taxes and isn't in trouble. This is empirically verifiable, but I don't recommend conducting the research.

Sorry for the tangent folks. I'm not commenting on Zuck's situation. The comment about not paying taxes all year is just plain wrong, and I would hate for someone to try it and get dinged. This is especially important for the newer startup people that don't have the usual single W-2 situation. That's all.

I guess this wasn't made clear by the way I worded my opinion, but I was insinuating that you could legally pay all you are required to as per United States tax law while socially not paying your fair share.

Great example: my fictional grandmother dies. She leaves me her 250 year old colonial home. Lets say that its worth $300,000.00. Lets say that for one reason or another I want to sell the home and prefer to invest that money in more real estate. I find a duplex that costs $300,000.00 (it could cost more or less, but I am keeping it the same to simplify the example) and I am reasonably certain that I can rent it out and generate a net profit per month. I find a 1031 real estate broker and set up a 1031 tax deferred exchange. Upon selling my fictionally grandmother's home for 300k, I will turn around and buy the duplex for $300. Uncle Sam get $0 in taxes. Zero. I pay the 1031 broker their fees. I paid all that I am legally bound to pay as per all the applicable tax laws in the United States. I have paid my fair share, as you called it. When I want to sell that property and most likely trade up I can keep doing the same thing and deferring the taxes indefinitely. There are further ways to minimize taxes on the rent collected, but that is beyond the scope of this simple example. There are a multitude of books on the subject discussed above and you are welcome to look up the 1031 tax code yourself.

The example above is purely to illustrate that there are in fact ways to minimize your tax burden. So as I said before, it depends.

In any case, I simply offered up an alternative which would enable Mark to keep 100% of his shares while still abiding by US tax codes. It appears you missed that point or were so obsessed with flaming me as a result of your personal opinion on tax law in the United States to grasp it. And no he doesn't pay the tax man with some else's money, he gives a creditor future cash flows in exchange for cash today to cover his capital gains that are being realized today (and again as I mentioned early only if the interest rate on the loan and his stock position is favorable for him to do so).

>Sorry for the tangent folks. I'm not commenting on Zuck's situation. The comment about not paying taxes all year is just plain wrong, and I would hate for someone to try it and get dinged. This is especially important for the newer startup people that don't have the usual single W-2 situation. That's all

Its unclear what you are referring to here. I am going to go out on a limb that while failing to grasp my own argument you went ahead and tried to insert words in my mouth as well. I never said he would avoid paying taxes all year, once again, he would be paying his taxes today with the loan, according to the analogy I put forward. I am not sure where you get off flaming someone on HN, this is not how to conduct an intelligent conversation here or anywhere else for that matter.

Good day.

Can you actually explain what Zuckerburg did? I'm quite interested.

I liked your comment but found it hard to read due to some typos. Imagine my surprise when the end reads...

"edit typo

edit adding typos back in"

what happned here? :)

replace loose with lose.

See: http://theoatmeal.com/comics/misspelling

Start your sentences with a capital letter.

See: http://en.wikipedia.org/wiki/Letter_case

right. because starting with lowercase changes the meaning of what i wrote unlike loose <-> lose, which are totally, like, the same thing.

It didn't change the meaning, because everyone understood what he said. The human mind is amazing at that. If you're going to be pedantic, fine, but own up to it.

Loose means something totally different than lose. Personally, I read each as their (real) meanings and when they don't make sense I have to go back and reread the sentence.

Yes, I can figure it out, but it's no fun to have to work to read comments. May as well let commenters use 113t-speak if we don't care how hard the comment is to read.

Were you actually confused and thought he meant "loose"?

If you're going to correct someone, you should make sure you are also correct. In addition, not using a capital letter makes it look a bit like txt speak and generally brings down the level of discource.

Discourse. Let us all just stop now.

A spelling mistake, sorry. I wasn't correcting someone, just pointing out why his posts were getting down voted.

Getting meta, are we?

See: http://en.wikipedia.org/wiki/Meta

I haven't been on HN for as long as most folks here. What is the policy on grammar correction? I know personally I want to be corrected if I make an error, but I don't think everybody feels that way...

Just curious so as to not rock the boat.

For single posts, I'd say resist the impulse; it adds noise to the discussion and rarely helps anything. If the error is repeated, then it may be more helpful to correct.

Mainly I think we try to just lead by example.

The OP used "loose" twice in his comment. My post was to point out his mistake without being snarky. Obviously, some people think otherwise.. sigh..

Some spelling/grammar corrections are irrelevant, abusive, and inflammatory while others are instructive, helpful, and interesting. This community (to me) is more about the "hey, did you know that it's 'capital' except for when you're talking about the building, then it's 'capitol'" than the "STFU stupid, u can't even spell right"

He is also trustee of the "Openness Trust"! Kind of ironic when you know what he thinks of people who "Trust" him.

It just seems like he wanted to say .. I'm billionaire bch

I believe most of that was sold specifically to pay the taxes he owed. Not all of his holdings were just subject to long term capital gains (deferred until realization). Some were some kind of RSU or option like deal which were taxable at the IPO.

I'd sell all of it and move on. Most boring business ever. And it's not like it's going to be worth more, ever, anyway.

Probably to pay his tax bill, right?

No. His stock was near zero when he acquired (created) them. He'll pay full cap gain rates when he realizes them (which is 15% cap gains rate which is not too bad for him; I pay a lot more on my labor gains). He owes no tax until then. If you received stock worth , say, one million , you might want to sell 1/3 to pay the tax. Otherwise if stock price goes to zero you've got a million in losses to write off which is hard to do without a million in gains to offset it.

…15% cap gains rate which is not too bad for him; I pay a lot more on my labor gains

For people that feel that the capital gains crowd gets special treatment…

How would you be with waiting 8 years for each paycheck, or being paid now in 2004 dollars ( paid 82 cents for each dollar you earn)?

Part of the long term capital gains reduction is a crude compensation for inflation. In this case it fails miserably because of the ludicrous ratio between profit and investment, but in the more normal case where you might make 40% while inflation came up 25% it achieves a sort of balance between tax and inflation's erosion of capital.

I would be delighted to pay 15+18=33percent instead of the 35% income tax rate. And are capital gains subject to the other 1% tax for FICA? And not all capital gains wait 8 or more years. And if I manage to save a bit of my salary, the government doesn't give me an inflation-protected savings account.

* the government doesn't give me an inflation-protected savings account*

They got you covered. They are called "Treasury Inflation-Protected Securities". T-Bills that are inflation adjusted.

That's only partly true. As I recall, he exercised a substantial option (~100 million shares or something like that), half of which were non-qualified and are immediately taxed as ordinary income, so he's got a big tax bill coming and probably will keep less than half of what he just cashed out.

(EDIT: I don't know anything about this subject, the below is only a naive question. See response.)

are you sure about this. to me it's pretty obvious that if you receive a million dollars in stocks and, say, 48 hours later it goes to 0, then insofar as you owed taxes on the million due immediately, you have also just lost a million in taxable income; so you write the million loss off of the million in gains for net 0 increase or decrease in your taxable amount due to this gain-and-loss.

I know the IRS can be daft, but surely if you lose the exact amount you just got, then you've just netted nothing, taxable at your marginal tax rate on that gain for that type of gain, times nothing = nothing.

You absolutely owe the tax on the income - I personally know people who got bit by this.

It was your choice to let your bet ride by keeping it in the stock.

You can use the capital loss to off-set capital gains but you owe income tax on money you make when cashing out options.

Wow. All I can say is, "Are you sure?" How was it "your choice to let the bet ride." I mentioned a very short window - what if you were hospitalized between receiving the security and being able to dispose of it because you didn't want to keep it?

How can a type of income possibly be in a different bucket from loss of that very type of income?

This doesn't make any sense to me.

The example you gave is pretty unlikely: (a) someone gives you a million dollars in stock and (b) you didn't know that was coming to prepare for it and (c) the stock immediately goes to 0 before you can sell it. Just noting that.

Still, this would likely end up in separate buckets. Someone giving you a million dollars in stock very likely counts as income, not capital gains. You'll have a tax liability for $1MM in income. Then, should it actually go to zero, you've got a $1MM capital loss. In general, capital losses are not fully deductible against income, only capital gains. I hope you also had a $1MM capital gain so you can do something with the loss...

But again, this case is pretty contrived. Likely if you're getting a large amount of stock like in this example, you know it's coming, and can decide what to do about it before it suddenly goes to 0. (Hint: holding onto it is deciding to let it ride.)

How can this possibly be what the tax code says? It just is.

To prevent this problem you exercise your options and sell stock at the same time.

Lets say you have 10,000 options with a strike price of $1 and the stock is trading at $11.

Instead of sending a check for $10,000 to the broker and receiving the stock, you tell them to sell 3,000 options for $33,000, have them keep $10,000 to pay for the options and send $23,000 to the IRS.

Go read the tax code. The magic section you're looking for is Alternative Minimum Tax (AMT).

It's not so simple as a magic section; AMT may or may not apply.

If you got the stock as a gift, or (more likely in this startup context) an RSU grant, the entire value is taxed as ordinary income at the time you receive the shares. I don't think there's any special AMT treatment here.

If you purchased the stock using NQOs (non-qualified options), the difference between the strike price and fair market value is taxed as ordinary income at the time of purchase, and again I don't think there's any special AMT treatment.

If you purchased the stock using ISOs (incentive stock options), then you have to watch out for AMT -- under normal rules, you don't owe tax at time of purchase, and when you sell, if you held long enough, the gain from strike price to FMV at purchase time may be taxed as capital gains. But under AMT rules, the purchase is a taxable event, and you may owe tax at exercise time.

Under any of these, if you exercise (or are gifted) shares and hold them and they decline, you may end up owing taxes on the higher on-paper value that never meant real money to you, and this ends up feeling unfair. But this case is generally obvious enough you would see it coming, except in the ISO+AMT case which is much less obvious, and this difference is what screwed a lot of people in the 2000-era bubble burst.

Normal disclaimer: I'm not a lawyer or accountant, there are many more details that apply here, and you need to figure out what applies to you before making any important decisions. But I believe the above is basically true.

It's not unprecedented for tax liabilities to be waived in extreme circumstances, but just not understanding what was going on isn't an extreme circumstance.

A lot of people got screwed badly by this during the dot-com boom/bust, and it did lead to changes in how startups grant ordinary employees equity.

If you're ever in the situation of being given stock or options and you're not 100% sure of the implications, TALK TO AN ACCOUNTANT IMMEDIATELY.

Depends on the details, but they may be in different buckets that you can't use to offset each other. Exercising the options is probably ordinary income, which can only be offset to $3k with short term capital losses.

wow. You could really fuck someone over by giving them something worth much more than their net worth and making sure it's damaged to worthlessness shortly thereafter.

That would generally be some variety of fraud. You can sue for damages, and there are tax laws and regulations dealing with losses due to bad acts like that.

Ummm does anyone else think that maybe Mark Zuckerberg is now going to be filling the Steve Jobs shaped hole in the worlds tech publications?

I'm going to say no. I really don't see Facebook being around in 30 years. I'd be surprised if they're not marginalised in 10 years. And other than Facebook, I'm not sure what Zuckerberg has to offer the world.

If you want to know why: It's because I personally believe the future of social networks is to niche, with disparate social networks connected via a Distributed Social Networking Protocol. Your social network account will be more like your email account. I think Facebook will find itself on the wrong side of history when that battle starts by trying to lock down it's data and lock people into Facebook.

That's just my belief and I'm open to the possibility that it could be completely wrong, so don't go crazy with the down votes.

But if we're just talking about the next 12 to 24 months, then, oh yes, of course he will.

There's certainly a lot of truth here. However, Mark Zuckerberg built the company to last. So I think it's unlikely that it will completely be marginalized.

Regarding the Zuck = Jobs. Absolutely not. Yes, they are both product people. But Mark Zuckerberg does not have the same aura or doesn't necessarily have the same depth of intellectuality that Jobs (college dropout or not) had. When I see Mark Zuckerberg, I think more of the Bill Gates or our time than an artistic genius with deep root in counter-culture lifestyle.

I disagree. Not that I think Zuck = Jobs, but I disagree with the "absolutely not" portion. I mean, Jobs post-NeXT is not the same person as pre-NeXT Jobs. From what I've read, Zuckerberg at this IPO is a very different person from the Zuckerberg at the early years of Facebook and I don't think his growth is stopping here. I don't think it's fair to be comparing these two figures at this point.

Bill Gates has got a lot of technology insight and vision. What's Mark's vision? Connecting people in a world where people are already connected?

Bill's vision was: a computer on every desk. When he was saying this, this was very bold.

" Mark Zuckerberg built the company to last. So I think it's unlikely that it will completely be marginalized."

Really great point. I love the reasoning you give to back up your arbitrary statements.

He lacks the intellectual depth.

I'm a massive proponent of the Distributed Social Networking Protocol concept, but since Diaspora tanked no one else seems to be picking up the mantle and Google/Yahoo/Microsoft don't look like they're going to roll out anything resembling an open SN protocol any time soon I wonder if it will ever happen.

The road to Facebook is paved with the empty user tables of dead social networks. I wouldn't give up hope just yet.

"The Global Square", "WLFriends" are possible candidates along with Diaspora.

I've been hoping for such a platform to emerge - it would be better than having a single platform that everyone uses. People could switch between SN providers (like email providers) easily, with migration capabilities offered via APIs, and then there would be room for SNs to compete for fairly and for smaller, better players to emerge more easily.

Please make it happen, someone. No doubt a lot of people dislike being locked into long-term contracts with service providers, be they cellphone, cable, email or social networking services.

I personally believe the future of social networks is to niche, with disparate social networks connected via a Distributed Social Networking Protocol.

This sounds a lot like the subreddit system.

Yes and no. I think he is a visionary CEO that knows how to get things done, but he's an engineer, while jobs was not.

I think that Jeff Bezos is more Jobs than Zuckerberg is, but who knows.

Jobs did work for Atari, and they trusted him enough to do design circuit boards so IMO he was probably a competent electrical engineer. However, he did use Wozniak who was ridiculously good at circuit design so he could focus on other things. Still IMO, that's like having Einstein help with your math homework if it's an option you take it.

At the risk of feeding a silly discussion, I'd cast my vote to Elon Musk

I think pretty soon the "Steve Jobs shaped hole" will be filled by Jack Dorsey

That almost sounds like a South Park episode. Take the empty hole where Steve Jobs used to be and fill it with douche to make a Jack Dorsey.

>> the Steve Jobs shaped hole

Hahahaha. That's a funny thought.

But now that you mention it, yes. Though maybe with a slightly less endeared/worshipping sentiment.

Have you seen him speak? No.

Correct. He's more similar to the still occupied Bill Gates shaped hole.

On the day of the transaction, the stock was trading around 32 with the day high at 33.57 -- how was he able to offload half of a trading days volume at such a premium?

I thought employees of facebook can't sell for 6months after the IPO. Is this not true?

Nope, 90 days. And Mark, and a bunch of early players, like Eduardo Saverin, GS and others sold during the IPO.

Key word: employees.

Isn't CEO technically still a employee of the company.

Those restrictions are usually not defined in blankets based on role, rather they're written into the stock option agreements at time of grant. Presumably, Zuck and others don't have that clause, at least not on all of their shares.

Technically? Yes. Realistically? He has the power to do a lot of things regular employees can't.

Good for him. Will he be as driven and as emotionally invested in his product as he used to be now that he's officially a billionaire? Just got married, maybe kids on the way soon, and he's got the means to lead a much more comfortable life... will Facebook slide down on his priority list?

I figured that's why he held on to >50.1%, so he could sell some and still maintain control.

His Class B shares should take care of maintaining control.

The FB shares aren't voting shares or are extremely diluted voting shares? This is the same scam Google and UPS pulled. Beware of owning second class stock shares. It means that someday the insiders can wave a magic wand and screw you over. Do you trust them? Maybe. But it doesn't mean they can't do what they want and "share holders" can't do a thing about it.

As opposed to some private-equity fund waving a magic wand and screwing you over?

Afaik Zuck's shares have 10x the voting power of regular shares.

They're diluted, or his are inflated, however you want to look at it. Yes, it's similar to the Google structure, but Google isn't the prototype. Lots of companies over the years have had special shares with extra voting power, families often retain voting control of a company long after they've sold off most of the equity.

I'm always divided on this as a shareholder, but more often than not I do trust the founders more than the open market, yes. They have an emotional stake in the company that goes beyond short-term economic interests, and I've seen enough companies flounder after the market jettisons the people who built it, and enough recoveries when the founders return, to question the wisdom of shareholder power.

Power to the democratic shareholder masses! Down with monarchism in the board room!

Seriously. If the founders don't want shareholders mucking with their property, then don't go public. Stay private.

Founders are not forced to make this choice as exemplified by the GP.

If you don't like founders keeping control, don't buy their shares.

Then how do they get your money?

You speak of "going public" as if it's somehow turning over power to the general public. It's not. It's a colloquial term for a series of regulatory steps required to permit non-accredited investors to invest in a business. These steps are primarily designed not to exercise control over the operations of the company or its ownership and power structures, but to ensure a certain level of disclosure to investors whose resources and influence are limited.

There is nothing about going public that implies a general relinquishment of control of the company, nor is there anything about going public that mandates a particular ownership or power structure. Companies have "gone public" by selling only a few percent of their stock. Split voting rights are very common. None of this is even remotely illegal or unethical so long as it is disclosed, as it has been here.

If you do not like a company's control structure, you do not have to invest in it, whether the company is "public" or "private". As a shareholder, your relationship to the company is the same whether it's public or private.

Welcome to the stock market. Insiders can always wave a magic wand and screw you over. Morgan Stanley just fucking did it...

Dividing the FB valuation by the number of its active users tells us that he has made approximately $170 out of each user.

In my opinion, Mark Zuckerberg's decision is a prudent and rational one. He is diversifying a heck of a lot of exposure away from a stock that is now at the mercy of the public equity markets. Besides, in relative terms, he is still retaining the vast majority of his wealth tied to Facebook stock.

His performance as a CEO is essential to ensuring solid performance for the company, but the stock price - like every other public share - is now at the mercy of macro variables that affect the performance of the equity markets as a whole...

Mark Zuckerberg is being prudent in diversifying a fraction of his exposure away not just from FB, but also from the asset class and perhaps even the currency / country.

C'mon, is anyone here willing to admit that they would not cash-out a small fraction of $18 bn tied to a single stock if you had the ability to do so??

Let's hope that Mr. Zuckerberg does something for the greater good. Opportunities are limitless.

ya see, this is what I don't get about capitalism sometimes.

I mean what do you do with such an astronomical figure of money like that as an individual ?

Nearly anything you want

what's his email? I have a great idea for a new startup


Is the question and answer an inside joke? I don't get it.

WTF is a COB?

Not news.

So what.

Selling off significant amounts of stock, for tax purposes, in the company you work for is not something one typically does _before the company has even gone public_.

Insiders were dumping their stock in the days leading up to the IPO.

What does that say about their perceived value of the company over the long-term?

Nothing, of course. Yes, that makes perfect sense.

He needs walking around money. So what?

Well, a billion is a lot of walking around money. If he just cashed out for no particular reason, it would point to a lack of faith in the growth prospects for Facebook. After all if you owned a billion dollars of a stock that you thought was a rocketship, wouldn't you leave it in and turn it into five or ten billion?

Of could it could be he wanted to spread his risk around, or pay his taxes.

To be specific HE did not cash out. An independently managed PAT cashed out.

Not if you don't care anything about the stock price or money. He just made 1.13 bln dollars for his company. If he invests it directly in fb related growth he no longer has to worry about what NASDAQ does. He's making fb independent of the media fluctuation or the fact that he has shareholders for all. The question becomes, what would you do if you you had a successful company and you were just given 1.13 bln dollars without any strings?

This is just a thought experiment, but I think fb brilliantly played wall-street and now has enough money to build an infrastructure. Internet advertising isn't creative, so what will the "next gen fb" look like? And is it worth investing in, speculating that it means nothing to them.


He still has much, much more tied up in facebook. The fact that he's diversifying his holdings shouldn't be held against him; any reasonable person would do the same to hedge against a possible decline of the entire technology sector in the event social media company valuations face some sort of "correction". Also, anyone with that much money in equities has to worry about broader macroeconomic issues such as the current problems in Greece and the rest of the Eurozone. Once again, Zuckerberg isn't doing anything that should be held against him. He still has most of his eggs in the facebook basket; he's merely being prudent.

With that much money I would just retire and travel or pull a Bill Gates.

The sort of person that faced with ownership of Facebook would say he would just retire and travel and dabble in philanthropy is also the sort of person who would sell out of a Facebook for $500m a few years earlier, $100m a year or two before that, $50m months before that...

Bill Gates is hardly "dabbling" in philanthropy, though. When you try to eradicate a major disease as the first step of your long-reaching plans, you get to use nicer words than "dabbling".

I wasn't intending to describe Bill Gates (although his fortune is currently $60b which is 60x what Zuckerberg apparently has in the bank and bigger than IIRC his holdings of Facebook), but most billionaires don't seem nearly as serious or careful about their philanthropy as Gates. Take Zuckerberg - he's not off to a good start with just donating millions to schools; that's not going to change anything like Gate's "let's eliminate polio forever" would.

It's not worth $108 billion, it never was - never will be.

This was a scam. A Ponzi Pyramid Scheme. A cash-grab.


I think we are going to need a new term for legitimate ponzi schemes to help identify them now that anything somebody doesn't agree with: FB, social security, socialized medicine, unions, groupon, quantitative easing, bailouts, unicorns, etc... are now routinely written off as "ponzi schemes".

no kidding. ponzi scheme is pretty easy to define. overvalued stock is not ponzi, it is just an overvalued stock. ponzi is paying earlier "investors" with the money of later "investors". Under that definition, only social security from your list fits even close.

Unicorn futures are a well known ponzi scheme.

Nobody on earth needs $1B of walking around money.

It would be very cool, though.

30200000 * 37.58 = $1,134,916,000.00

Didn't Mark spend 1 Billion on the Instagram acquisition?

Did he pay them off with equity? Why did he spend so much on instagram?

Mark Zuckerberg didn't buy Instagram. Facebook did. They are not the same.

It was Facebook's money, sure, but Mark bought instagram. Do you have insight on my questions?

Before I begin, I'm not trying to troll you and am certainly not trying to be disrespectful. However, cashing out $1B of stock and buying a company (which could turn into a serious competitor) for $1B have absolutely nothing to do with each other.

The sale of stock was about liquidity, diversity and paying off taxes. It was the right financial decision (that any advisor worth his/her fees would recommend).

Finally, Mark Zuckerberg did not buy Instagram. He negotiated the sale on behalf of a company which he happens to own a controlling interest in. Legally, Facebook and Mark Zuckerberg are different entities.

Is he still the majority shareholder? Does this make him accountable to the board, now? Maybe he did it both for the $, and as a show of goodwill toward the board, after that whole "Kiss my butt, we're buying Instagram" thing.

Right decision, FB shares low for today was 31$ now 32. One news from him that he bought this shares at 31, and market will go up. Than sell again at 45 :)

He wants to become a stock trader :D

He didn't buy at $31. He sold 30.2M shares.

I think you misunderstood. Fred is suggesting that Mark is smart for cashing out at $37 because the price is now $31. He also thinks that if Mark buys stock at $31 that will be a strong enough signal to send the price to $45. That seems a bit of a stretch to me but it's just a hypothetical situation, not a statement of fact.

Thanks for understanding :)

Yes, he sold at $37.58 than price moves up, than 31$ and for markets news, that he bought shares at 31 back, can possibly be a big catalyst for growth. That's just a joke, i suppose this was not his purpose, but this "move" could be a big biz.

This is really strange.

Such a move should be prepared carefully and when executed then immediately explained with a press release.

Mark doesn't believe in FB.

No, this was actually the plan since the beginning, before IPO. They had a filing with the SEC stating they were going to do this (Peter Thiel also sold 16.8 million of his shares as part of this).

Ah ok, good info!

This is really common. One reason you IPO is to monetize your investment in the company.

Bill Gates and Paul Allen have been selling off chunks of shares for decades and it's not like they don't believe in Microsoft.

Yup. Twenty billion in shares is just a number in a book somewhere if you never sell.

This could be a good thing. Liquidating wealth means opportunity for charity or other investments.

The dude just got married. Maybe he wants to buy a nice house.

1B would buy you one heck of a nice house.

I'd be thinking "island".

He just bought a $7 million house last year.

Yeah, you're right, his stake in it is only $18bn or so after this.

What sort of half hearted investment is that?

For better or worse, the man has never exercised traditional business practices.

And here I thought I was really beginning to understand how and when to engage in the discussion, yet the HN demigods seem to be proving me wrong more often than not lately...

Well, for one thing, a move like this is traditional. You were just piling more wrong on top of wrong.

Point taken, though I don't think it's unreasonable to say that the headline misrepresented the true nature of the transaction, as a layperson unfamiliar with such fiduciary transactions (notably myself) would understand it.

While lwhi's "correction" better reflected my (admittedly ill-communicated) sentiment, it still feels as though there's a Digg-like oligarchical groupthink seeping into Hacker News as of late, which is no more preferable to the Wild West antics of r/programming... =\

For better or worse, the man has never exercised ethical business practices.

(there you go, fixed it for you... )

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