FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Facebook Inc [ FB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/06/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 11/06/2013 | C | 178,308 | A | $0.00 | 178,308 | I | By The Andreessen Horowitz Fund I, L.P. as nominee(1) | ||
Class A Common Stock | 11/06/2013 | S | 115,356 | D | $49.2199(2) | 62,952 | I | By The Andreessen Horowitz Fund I, L.P. as nominee(1) | ||
Class A Common Stock | 11/06/2013 | S | 62,952 | D | $50.0728(3) | 0 | I | By The Andreessen Horowitz Fund I, L.P. as nominee(1) | ||
Class A Common Stock | 11/06/2013 | S | 660,982 | D | $49.2199(2) | 2,910,449 | I | By The Andreessen Horowitz Fund II, L.P. as nominee(4) | ||
Class A Common Stock | 11/06/2013 | S | 360,710 | D | $50.0728(3) | 2,549,739 | I | By The Andreessen Horowitz Fund II, L.P. as nominee(4) | ||
Class A Common Stock | 11/06/2013 | J(5) | V | 1,274,870 | D | $0.00 | 1,274,869 | I | By The Andreessen Horowitz Fund II, L.P. as nominee(4) | |
Class A Common Stock | 11/06/2013 | J(5) | V | 15,991 | A | $0.00 | 3,252,493 | I | By The Andreessen 1996 Living Trust(6) | |
Class A Common Stock | 11/06/2013 | J(5) | V | 12,528 | A | $0.00 | 12,528 | I | By AH Equity Partners II, L.L.C.(7) | |
Class A Common Stock | 11/06/2013 | J(8) | V | 12,528 | D | $0.00 | 0 | I | By AH Equity Partners II, L.L.C.(7) | |
Class A Common Stock | 11/06/2013 | J(8) | V | 3,666 | A | $0.00 | 3,256,159 | I | By The Andreessen 1996 Living Trust(6) | |
Class A Common Stock | 11/06/2013 | J(8) | V | 135 | A | $0.00 | 135 | I | By AH Capital Management, L.L.C.(9) | |
Class A Common Stock | 11/06/2013 | J(10) | V | 135 | D | $0.00 | 0 | I | By AH Capital Management, L.L.C.(9) | |
Class A Common Stock | 34,084 | I | By The Andreessen 1996 Charitable Remainder Unitrust(11) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Common Stock(12) | (12) | 11/06/2013 | C | 178,308(13) | (12) | (12) | Class A Common Stock | 178,308 | $0.00 | 0 | I | By The Andreessen Horowitz Fund I, L.P. as nominee(1) |
Explanation of Responses: |
1. The reporting person is one of the Managing Members of AH Equity Partners I, L.L.C., which is the General Partner of Andreessen Horowitz Fund I, L.P. as nominee ("AH Fund I"), and may be deemed to share voting and investment power over the securities held by AH Fund I. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $48.90 to $49.87 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2). |
3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.90 to $50.26 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (3). |
4. The reporting person is one of the Managing Members of AH Equity Partners II, L.L.C. ("AHEP II"), which is the General Partner of Andreessen Horowitz Fund II, L.P. as nominee ("AH Fund II"), and may be deemed to share voting and investment power over the securities held by AH Fund II. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
5. Transactions reported on this form represent pro rata distributions, and not a purchase or sale, of securities by AH Fund II to its partners for which it acts as nominee without consideration. |
6. The reporting person and JP Morgan Trust Company, NA are the Trustees of The Andreessen 1996 Living Trust. |
7. The reporting person is one of the Managing Members of AHEP II, and may be deemed to share voting and investment power over the securities held by AHEP II. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
8. Transactions reported on this form represent pro rata distributions, and not a purchase or sale, of securities by AHEP II to its members and assignees without consideration. |
9. The reporting person is one of the Managing Members of AH Capital Management, L.L.C. ("AHCM"), and may be deemed to share voting and investment power over the securities held by AHCM. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
10. Transactions reported on this form represent pro rata distributions, and not a purchase or sale, of securities by AHCM to its members and assignees without consideration. |
11. The reporting person and JP Morgan Trust Company, NA are the Trustees of The Andreessen 1996 Charitable Remainder Unitrust. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
12. 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. |
13. The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis. |
Remarks: |
/s/ David Kling as attorney-in-fact for Marc L. Andreessen | 11/08/2013 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |