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Facebook and Zuckerberg to Sell More Shares

Facebook on Thursday said it would offer 70 million more shares to the public as it prepares to join the Standard & Poor’s 500-stock index on Friday.

The new shares will primarily be offered to index funds that track the S.&P. 500 and may be required to purchase Facebook stock as a result of its inclusion in the influential index, which tracks the most influential companies in the country.

A price for the offering will be set at the close of trading on Thursday. But based on the stock’s closing price of $55.57 on Wednesday, the offering would raise about $3.9 billion.

The company itself will offer 27 million Class A shares. Facebook has two classes of shares: its Class A shares are commonly traded, while it’s more closely held Class B shares hold the majority of voting rights.

Facebook’s founder and chief executive, Mark Zuckerberg, will exercise stock options to purchase 60 million shares. He will sell 41.35 million of those shares, using most of the proceeds to pay taxes connected to the exercise of his options.

The filing with the Securities and Exchange Commission, which detailed the new offering, also said that Mr. Zuckerberg intended to make a charitable gift of 18 million shares this month. Based on the current trading price, that would amount to $1 billion for a one lucky, but so far unidentified, recipient.

Marc Andreessen, a Facebook board member, is also selling 1.65 million shares.

Facebook said it would use the proceeds from the sale of the 27 million new shares for working capital, though it had no specific uses planned.

Facebook shares were trading down 2.6 percent in premarket trading, likely reflecting the slight dilution that will result from the new offering.

JPMorgan, Bank of America Merrill Lynch, Morgan Stanley and Barclays served as joint bookrunners for the offering.