0001209191-12-055734.txt : 20121204
0001209191-12-055734.hdr.sgml : 20121204
20121204170128
ACCESSION NUMBER: 0001209191-12-055734
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20121201
FILED AS OF DATE: 20121204
DATE AS OF CHANGE: 20121204
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GRAHAM DONALD
CENTRAL INDEX KEY: 0001018401
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35551
FILM NUMBER: 121241306
MAIL ADDRESS:
STREET 1: C/O THE WASHINGTON POST CO
STREET 2: 1150 15TH ST NW
CITY: WASHINGTON
STATE: DC
ZIP: 20071
FORMER NAME:
FORMER CONFORMED NAME: DONALD GRAHAM
DATE OF NAME CHANGE: 19960709
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
2012-12-01
0
0001326801
Facebook Inc
FB
0001018401
GRAHAM DONALD
C/O THE WASHINGTON POST COMPANY
1150 15TH ST., N.W., 9TH FLOOR
WASHINGTON
DC
20071-0001
1
0
0
0
Class A Common Stock
2012-12-01
4
C
0
20835
0.00
A
629999
D
Class A Common Stock
2012-12-03
4
S
0
6667
27.4019
D
623332
D
Restricted Stock Units (RSU)
2012-12-01
4
M
0
20835
0.00
D
2019-12-07
Class B Common Stock
20835
83335
D
Class B Common Stock
2012-12-01
4
M
0
20835
0.00
A
Class A Common Stock
20835
20835
D
Class B Common Stock
2012-12-01
4
C
0
20835
0.00
D
Class A Common Stock
20835
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 settlement of the restricted stock units ("RSUs") listed in Table II.
The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person for the sole purpose of covering the reporting person's tax liability in connection with the settlement of the RSUs listed in Table II.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.03 to $27.74 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).
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 1/4 of the total number of shares on April 1, 2010 and then 1/48th of the total number of shares vest monthly thereafter, subject to continued service through each vesting date.
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 holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.
/s/ Michael Johnson as attorney-in-fact for Donald E. Graham
2012-12-04