0001209191-13-000378.txt : 20130102
0001209191-13-000378.hdr.sgml : 20130101
20130102194627
ACCESSION NUMBER: 0001209191-13-000378
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20121231
FILED AS OF DATE: 20130102
DATE AS OF CHANGE: 20130102
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Ullyot Theodore Warren
CENTRAL INDEX KEY: 0001382582
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35551
FILM NUMBER: 13503613
MAIL ADDRESS:
STREET 1: 200 GREENWICH AVENUE
CITY: GREENWICH
STATE: CT
ZIP: 06830
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
2012-12-31
0
0001326801
Facebook Inc
FB
0001382582
Ullyot Theodore Warren
C/O FACEBOOK, INC.
1601 WILLOW ROAD
MENLO PARK
CA
94025
0
1
0
0
VP, Gen. Counsel & Secretary
Class A Common Stock
2012-12-28
5
G
0
E
196000
0.00
D
698261
D
Class A Common Stock
2012-12-28
5
G
0
E
196000
0.00
A
196000
I
By The Ullyot 2012 Irrevocable Trust
Class A Common Stock
2012-12-31
4
C
0
180140
0.00
A
878401
D
Class A Common Stock
2013-01-01
4
C
0
29917
0.00
A
908318
D
Stock Option (right to buy Class B Common Stock)
1.854
2012-12-31
4
M
0
180140
0.00
D
2019-01-11
Class B Common Stock
180140
2725181
D
Class B Common Stock
2012-12-31
4
M
0
180140
0.00
A
Class A Common Stock
180140
180140
D
Class B Common Stock
2012-12-31
4
C
0
180140
0.00
D
Class A Common Stock
180140
0
D
Restricted Stock Units (RSU)
2013-01-01
4
M
0
53865
0.00
D
2019-01-11
Class B Common Stock
53865
538630
D
Class B Common Stock
2013-01-01
4
M
0
53865
0.00
A
Class A Common Stock
53865
53865
D
Class B Common Stock
2013-01-01
4
F
0
23948
0.00
D
Class A Common Stock
23948
29917
D
Class B Common Stock
2013-01-01
4
C
0
29917
0.00
D
Class A Common Stock
29917
0
D
Represents transfer of shares to The Ullyot 2012 Irrevocable Trust.
Shares held of record by Theodore W. Ullyot and Jennifer L. Ullyot, Co-Trustees of The Ullyot 2012 Irrevocable Trust, the beneficiaries of which include the reporting person's minor children.
Represents the number of shares acquired upon conversion of Class B Common Stock to Class A Common Stock in connection with the exercise of vested stock options.
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 $26.63 per share, which represented the closing price of the issuer's Class A Common Stock on December 31, 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.
The option vested as to 1/5th of the total shares on October 20, 2009, after which 1/60th of the total shares vest monthly, subject to continued service through each vesting date. In connection with certain estate planning transfers, options to purchase 400,000 vested shares are held by Theodore W. Ullyot, as Trustee of the Theodore W. Ullyot 2011 Annuity Trust dated December 13, 2011.
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. Pursuant to the terms of the RSU award, the service-based vesting condition was satisfied as to 1/5th of the total number of shares on November 1, 2009 and then 1/60th of the total number of shares vest monthly thereafter, subject to continued service through each vesting 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 Theodore W. Ullyot
2013-01-02