0001209191-12-053292.txt : 20121115
0001209191-12-053292.hdr.sgml : 20121115
20121115170641
ACCESSION NUMBER: 0001209191-12-053292
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20121115
FILED AS OF DATE: 20121115
DATE AS OF CHANGE: 20121115
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: 121209455
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
2012-11-15
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
2012-11-15
4
C
0
12106
0.00
A
172585
D
Restricted Stock Units (RSU)
2012-11-15
4
M
0
15625
0.00
D
2019-03-25
Class B Common Stock
15625
31250
D
Class B Common Stock
2012-11-15
4
M
0
15625
0.00
A
Class A Common Stock
15625
15625
D
Class B Common Stock
2012-11-15
4
F
0
7294
0.00
D
Class A Common Stock
7294
8331
D
Class B Common Stock
2012-11-15
4
C
0
8331
0.00
D
Class A Common Stock
8331
0
D
Restricted Stock Units (RSU)
2012-11-15
4
M
0
7080
0.00
D
2020-02-25
Class B Common Stock
7080
35425
D
Class B Common Stock
2012-11-15
4
M
0
7080
0.00
A
Class A Common Stock
7080
7080
D
Class B Common Stock
2012-11-15
4
F
0
3305
0.00
D
Class A Common Stock
3305
3775
D
Class B Common Stock
2012-11-15
4
C
0
3775
0.00
D
Class A Common Stock
3775
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 $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. 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 January 15, 2010 and then 1/48th of the total number of shares 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 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 vests 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.
/s/ David Kling as attorney-in-fact for David M. Spillane
2012-11-15