SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Ullyot Theodore Warren

(Last) (First) (Middle)
C/O FACEBOOK, INC.
1601 WILLOW ROAD

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/17/2012
3. Issuer Name and Ticker or Trading Symbol
Facebook Inc [ FB ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP, Gen. Counsel & Secretary
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (1) (1) (1) Class A Common Stock 35,600 0.00 D
Stock option (right to buy Class B Common Stock) (1) (2) 01/11/2019 Class B Common Stock (1) 2,905,321 1.85 D
Restricted Stock Units (RSU) (3) 03/24/2021 Class B Common Stock (1) 239,808 (4) D
Restricted Stock Units (RSU) (5) 05/02/2022 Class B Common Stock (1) 145,128 (4) D
Explanation of Responses:
1. The Class B Common Stock is convertible into the issuer's Class A Common Stock on a 1-for-1 basis and has no expiration date. Upon the closing of the issuer's sale of its Class A Common Stock in its firm commitment underwritten initial public offering pursuant to a registration statement on Form S-1 (File No. 333-179287) under the Securities Act of 1933, as amended, the Class B Common Stock will also become convertible into the issuer's Class A Common Stock on the same basis upon certain transfers of such shares.
2. 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 December 2011, in connection with estate planning purposes, the reporting person transferred options to purchase 400,000 shares to Theodore W. Ullyot, as Trustee of the Theodore W. Ullyot 2011 Annuity Trust dated December 13, 2011.
3. The RSUs vest as to 1/16th of the total shares quarterly, beginning on October 15, 2014, subject to continued service through each vesting date.
4. Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.
5. The RSUs vest as to 1/16th of the total shares quarterly, beginning on February 15, 2014, subject to continued service through each vesting date.
Remarks:
As described in the issuer's registration statement on Form S-1 (File No. 333-179287) for the issuer's initial public offering (the "IPO"), the Reporting Person holds 3,231,780 and 311,230 restricted stock units granted prior to January 1, 2011 ("Pre-January 2011 RSUs"), the vesting of which are subject to the satisfaction of both (a) a service-based condition and (b) a liquidity event-based condition. As a result, the Pre-January 2011 RSUs are not yet considered reportable for purposes of Section 16, and are not reflected on this Form 3. The liquidity event-based condition of the Pre-January 2011 RSUs will be satisfied on the date that is six months after the effective date of the IPO.
/s/ Michael Johnson as attorney-in-fact for Theodore W. Ullyot 05/17/2012
** 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 5 (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).
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