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