0001209191-12-050639.txt : 20121026 0001209191-12-050639.hdr.sgml : 20121026 20121026163517 ACCESSION NUMBER: 0001209191-12-050639 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20121025 FILED AS OF DATE: 20121026 DATE AS OF CHANGE: 20121026 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Spillane David CENTRAL INDEX KEY: 0001548761 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35551 FILM NUMBER: 121164796 MAIL ADDRESS: STREET 1: C/O FACEBOOK, INC. STREET 2: 1601 WILLOW ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 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 2012-10-25 0 0001326801 Facebook Inc FB 0001548761 Spillane David C/O FACEBOOK, INC. 1601 WILLOW ROAD MENLO PARK CA 94025 0 1 0 0 Chief Accounting Officer Class A Common Stock 2012-10-25 4 C 0 416479 0.00 A 416479 D Restricted Stock Units (RSU) 2012-10-25 4 M 0 703125 0.00 D 2019-03-25 Class B Common Stock 703125 46875 D Class B Common Stock 2012-10-25 4 M 0 703125 0.00 A Class A Common Stock 703125 703125 D Class B Common Stock 2012-10-25 4 F 0 324417 0.00 D Class A Common Stock 324417 378708 D Class B Common Stock 2012-10-25 4 C 0 378708 0.00 D Class A Common Stock 378708 0 D Restricted Stock Units (RSU) 2012-10-25 4 M 0 70840 0.00 D 2020-02-25 Class B Common Stock 70840 42505 D Class B Common Stock 2012-10-25 4 M 0 70840 0.00 A Class A Common Stock 70840 70840 D Class B Common Stock 2012-10-25 4 F 0 33069 0.00 D Class A Common Stock 33069 37771 D Class B Common Stock 2012-10-25 4 C 0 37771 0.00 D Class A Common Stock 37771 0 D Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock in connection with the net settlement of restricted stock units (the "RSUs") listed in Table II, based on a price of $23.21 per share, which represented the closing price of the issuer's Class A Common Stock on October 24, 2012. 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. Pursuant to the terms of the RSU award, the service-based vesting condition was satisfied as to 1/4th of the total shares on January 15, 2010 and then 1/48th vests monthly thereafter, subject to continued service through each vesting date. The liquidity event-based vesting condition is satisfied six months after the issuer's initial public offering, which was declared effective on May 17, 2012. Under settlement procedures applicable to the RSUs, the issuer is permitted to deliver the underlying shares within 30 days before or after the date on which the liquidity event-based condition is satisfied. The issuer vested and settled the outstanding RSUs for which the service-based vesting condition had been satisfied on October 25, 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. Represents shares of Class B Common Stock that have been withheld by the issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the RSUs and does not represent a sale by the reporting person. Represents shares of Class B Common Stock that have been converted to Class A Common Stock in connection with the net settlement of the RSUs. The RSUs were granted with (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. Pursuant to the terms of the RSU award, the service-based vesting condition was satisfied as to 1/4th of the total number of shares on February 15, 2011 and then 1/16th of the total number of shares vest quarterly thereafter, subject to continued service through each vesting date. The liquidity event-based vesting condition is satisfied six months after the issuer's initial public offering, which was declared effective on May 17, 2012. Under settlement procedures applicable to the RSUs, the issuer is permitted to deliver the underlying shares within 30 days before or after the date on which the liquidity event-based condition is satisfied. The issuer vested and settled the outstanding RSUs for which the service-based vesting condition had been satisfied on October 25, 2012. /s/ Michael Johnson as attorney-in-fact for David M. Spillane 2012-10-26