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The intention to sell between 35 million and 75 million shares was disclosed in a Facebook securities filing late Friday.
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Proceeds of the sale will go "to fund the philanthropic initiatives of Mr. Zuckerberg and his wife, Priscilla Chan," the filing said.
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The company also said it would scrap a plan to create a new class of shares that would have allowed Zuckerberg to keep a majority of voting control in the company even if his actual ownership stake was far less.
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Investors had sued to stop that plan, but the case was settled on Friday. Zuckerberg had been scheduled to testify in the case next week.
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Facebook shares closed Friday at $170.54 a share. The stock slipped slightly in after-hours trading after the filing was disclosed.
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