Facebook Inc. founder and CEO Mark Zuckerberg will sell 41.4 million shares worth about $2.3 billion to pay a tax bill, as part of an offering by the social network of 70 million Class A common shares.
Facebook shares, which have doubled in value this year, were down 4 percent at $53.54 before the bell.
Zuckerberg's sale will reduce his voting power to 56.1 percent from 58.8 percent, the company said in a filing on Thursday.
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Facebook said it expects Zuckerberg to use most of the net proceeds from the sale to satisfy taxes related to the exercise of an option to buy 60 million Class B shares.
Each Class A share is entitled to one vote, while Class B shares are entitled to 10 votes and are convertible at any time into one Class A share.
Board member Marc Andreessen will also sell 1.65 million Class A shares, while Facebook will sell 27 million.
JPMorgan, BofA Merrill Lynch, Morgan Stanley and Barclays are joint bookrunners for the offering.
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