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