0001209191-12-054108.txt : 20121120 0001209191-12-054108.hdr.sgml : 20121120 20121120170223 ACCESSION NUMBER: 0001209191-12-054108 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20121117 FILED AS OF DATE: 20121120 DATE AS OF CHANGE: 20121120 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Andreessen Marc L CENTRAL INDEX KEY: 0001160077 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35551 FILM NUMBER: 121218618 MAIL ADDRESS: STREET 1: C/O ARNOLD & PORTER LLP STREET 2: 3 EMBARCADERO CENTER 7TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FORMER NAME: FORMER CONFORMED NAME: ANDREESSEN MARC L DATE OF NAME CHANGE: 20010925 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Facebook Inc CENTRAL INDEX KEY: 0001326801 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 201665019 BUSINESS ADDRESS: STREET 1: 1601 WILLOW ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-618-7714 MAIL ADDRESS: STREET 1: 1601 WILLOW ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2012-11-17 0 0001326801 Facebook Inc FB 0001160077 Andreessen Marc L C/O ANDREESSEN HOROWITZ 2865 SAND HILL RD., STE. 101 MENLO PARK CA 94025 1 0 0 0 Class A Common Stock 2012-11-17 4 C 0 5247490 0.00 A 5543069 I By The Andreessen 1996 Living Trust Class A Common Stock 2012-11-19 4 S 0 2013800 23.3748 D 3529269 I By The Andreessen 1996 Living Trust Class A Common Stock 2012-11-19 4 S 0 296145 23.9325 D 3233124 I By The Andreessen 1996 Living Trust Class A Common Stock 3571431 I By Andreessen Horowitz Fund II, L.P. as nominee Class A Common Stock 13626 I By The Andreessen 1996 Charitable Remainder Unitrust Restricted Stock Units (RSU) 2012-11-17 4 M 0 5247490 0.00 D 2018-06-29 Class B Common Stock 5247490 0 D Class B Common Stock 2012-11-17 4 M 0 5247490 0.00 A Class A Common Stock 5247490 5247490 I By The Andreessen 1996 Living Trust Class B Common Stock 2012-11-17 4 C 0 5247490 0.00 D Class A Common Stock 5247490 0 I By The Andreessen 1996 Living Trust Class B Common Stock Class A Common Stock 178308 178308 I By Andreessen Horowitz Fund I, L.P. as nominee Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock in connection with the settlement of the restricted stock units ("RSUs") listed in Table II. The reporting person and JP Morgan Trust Company, NA are the Trustees of The Andreessen 1996 Living Trust. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan established for the sole purpose of covering the reporting person's tax liability in connection with the settlement of the RSUs listed in Table II. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.85 to $23.83 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (4). The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.85 to $24.06 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (5). The reporting person is one of the Managing Members of AH Equity Partners II, L.L.C., which is the General Partner of Andreessen Horowitz Fund II, L.P. as nominee ("AH Fund II"), and may be deemed to share voting and investment power over the securities held by AH Fund II. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. The reporting person and JP Morgan Trust Company, NA are the Trustees of The Andreessen 1996 Charitable Remainder Unitrust. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement. The RSUs were granted with both (a) a liquidity event-based vesting condition and (b) a service-based vesting condition, both of which conditions must be satisfied in order for the RSUs to vest. The liquidity event-based vesting condition was satisfied on November 17, 2012 and the service-based vesting condition was satisfied on July 30, 2012. The Class B Common Stock is convertible into the issuer's Class A Common Stock on a 1-for-1 basis (a) at the holder's option or (b) upon certain transfers of such shares, and has no expiration date. Pursuant to the terms of the RSU agreement, the shares of Class B Common Stock that are issued in connection with the settlement of the RSUs are issued to The Andreessen 1996 Living Trust. The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis. The reporting person is one of the Managing Members of AH Equity Partners I, L.L.C., which is the General Partner of Andreessen Horowitz Fund I, L.P. as nominee ("AH Fund I"), and may be deemed to share voting and investment power over the securities held by AH Fund I. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. /s/ Michael Johnson as attorney-in-fact for Marc L. Andreessen 2012-11-20