0001209191-12-053290.txt : 20121115
0001209191-12-053290.hdr.sgml : 20121115
20121115170459
ACCESSION NUMBER: 0001209191-12-053290
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20121113
FILED AS OF DATE: 20121115
DATE AS OF CHANGE: 20121115
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: FISCHER DAVID B.
CENTRAL INDEX KEY: 0001549078
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35551
FILM NUMBER: 121209433
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
2012-11-13
0
0001326801
Facebook Inc
FB
0001549078
FISCHER DAVID B.
C/O FACEBOOK, INC.
1601 WILLOW ROAD
MENLO PARK
CA
94025
0
1
0
0
VP Marketing & Bus. Part.
Class A Common Stock
2012-11-13
4
S
0
12000
19.60
D
556282
D
Class A Common Stock
2012-11-14
4
S
0
12000
20.08
D
544282
D
Class A Common Stock
2012-11-15
4
C
0
62888
0.00
A
607170
D
Restricted Stock Units (RSU)
2012-11-15
4
M
0
117945
0.00
D
2020-05-19
Class B Common Stock
117945
1179475
D
Class B Common Stock
2012-11-15
4
M
0
117945
0.00
A
Class A Common Stock
117945
117945
D
Class B Common Stock
2012-11-15
4
F
0
55057
0.00
D
Class A Common Stock
55057
62888
D
Class B Common Stock
2012-11-15
4
C
0
62888
0.00
D
Class A Common Stock
62888
0
D
The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
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 $22.35 per share, which represented the closing price of the issuer's Class A Common Stock on November 14, 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. The service-based vesting condition was satisfied as to 1/5th of the total shares on May 15, 2011, and then 1/20th of the total number of shares vest quarterly thereafter, subject to continued service through each vesting date. The liquidity event-based vesting condition will be 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 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.
/s/ David Kling as attorney-in-fact for David B. Fischer
2012-11-15