0001209191-12-058450.txt : 20121218
0001209191-12-058450.hdr.sgml : 20121218
20121218190231
ACCESSION NUMBER: 0001209191-12-058450
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20121214
FILED AS OF DATE: 20121218
DATE AS OF CHANGE: 20121218
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BREYER JAMES
CENTRAL INDEX KEY: 0001194696
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35551
FILM NUMBER: 121272707
MAIL ADDRESS:
STREET 1: ACCEL PARTNERS
STREET 2: 428 UNIVERSITY AVE
CITY: PALO ALTO
STATE: CA
ZIP: 94301
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
2012-12-14
0
0001326801
Facebook Inc
FB
0001194696
BREYER JAMES
C/O ACCEL PARTNERS
428 UNIVERSITY AVENUE
PALO ALTO
CA
94301
1
0
0
0
Class A Common Stock
2012-12-14
5
J
0
E
4632980
0.00
D
0
I
By Accel Investors 2005 L.L.C.
Class A Common Stock
2012-12-14
4
C
0
37120
0.00
A
37120
I
By Accel Growth Fund Investors 2009 L.L.C.
Class A Common Stock
2012-12-14
5
J
0
E
37120
0.00
D
0
I
By Accel Growth Fund Investors 2009 L.L.C.
Class A Common Stock
2012-12-14
5
J
0
E
49698765
0.00
D
0
I
By Accel IX L.P.
Class A Common Stock
2012-12-14
5
J
0
E
5294863
0.00
D
0
I
By Accel IX Strategic Partners L.P.
Class A Common Stock
2012-12-14
4
C
0
2785949
0.00
A
2785949
I
By Accel Growth Fund L.P.
Class A Common Stock
2012-12-14
5
J
0
E
2785949
0.00
D
0
I
By Accel Growth Fund L.P.
Class A Common Stock
2012-12-14
4
C
0
54385
0.00
A
54385
I
By Accel Growth Fund Strategic Partners L.P.
Class A Common Stock
2012-12-14
5
J
0
E
54385
0.00
D
0
I
By Accel Growth Fund Strategic Partners L.P.
Class A Common Stock
2012-12-14
4
J
0
3247952
0.00
A
10963744
I
By James W. Breyer as Trustee of the James W. Breyer 2005 Trust dated March 25, 2005
Class A Common Stock
704263
I
By James W. Breyer as Trustee of the James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011
Class A Common Stock
101722
I
By Accel Meritech Associates III L.L.C.
Class A Common Stock
56518
I
By Accel Meritech Investors III L.L.C.
Class B Common Stock
2012-12-14
4
C
0
37120
0.00
D
Class A Common Stock
37120
0
I
By Accel Growth Fund Investors 2009 L.L.C.
Class B Common Stock
2012-12-14
4
C
0
2785949
0.00
D
Class A Common Stock
2785949
0
I
By Accel Growth Fund L.P.
Class B Common Stock
2012-12-14
4
C
0
54385
0.00
D
Class A Common Stock
54385
0
I
By Accel Growth Fund Strategic Partners L.P.
Class B Common Stock
Class A Common Stock
139144
139144
I
By James W. Breyer as Trustee of the James W. Breyer 2005 Trust dated March 25, 2005
Class B Common Stock
Class A Common Stock
15461
15461
I
By James W. Breyer as Trustee of the James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011
Transactions reported on this form represent pro rata distributions, and not a purchase or sale, of securities by Accel IX L.P. ("Accel IX"), Accel IX Strategic Partners L.P. ("Accel SP"), Accel Investors 2005 L.L.C. ("Accel 2005"), Accel Growth Fund Investors 2009 L.L.C. ("Accel Growth 2009"), Accel Growth Fund Strategic Partners L.P. ("Accel Growth SP"), and Accel Growth Fund L.P. ("Accel Growth") to their respective limited and general partners or members without consideration. Distribution transactions were executed pursuant to a plan established in compliance with the requirements of Rule 10b5-1.
The reporting person is one of the Managing Members of Accel 2005, and may be deemed to share voting and investment power over the securities held by Accel 2005. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and 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.
The reporting person is one of the Managing Members of Accel Growth 2009, and may be deemed to share voting and investment power over the securities held by Accel Growth 2009. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and 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.
The reporting person is one of the Managing Members of Accel IX Associates L.L.C. ("A9A"), which is the General Partner of Accel IX, and may be deemed to share voting and investment power over the securities held of record by Accel IX. The reporting person disclaims beneficial ownership of 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.
The reporting person is one of the Managing Members of A9A, which is the General Partner of Accel SP, and may be deemed to share voting and investment power over the securities held of record by Accel SP. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and 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.
Accel Growth Fund Associates L.L.C ("AGFA"), which is the General Partner of Accel Growth, has sole voting and investment power over the securities held by Accel Growth. AGFA disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, the reporting person is one of the Managing Members of AGFA and may be deemed to share voting and investment power over the shares held of record by Accel Growth. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and 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.
AGFA, which is the General Partner of Accel Growth SP, has sole voting and investment power over the securities held by Accel Growth SP. AGFA disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, the reporting person is one of the Managing Members of AGFA and may be deemed to share voting and investment power over the shares held of record by Accel Growth SP. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and 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.
Shares held of record by James W. Breyer as Trustee of the James W. Breyer 2005 Trust dated March 25, 2005.
Shares held of record by James W. Breyer as Trustee of the James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011.
The reporting person is one of the Managing Members of Accel Meritech Associates III L.L.C. ("AMA III"), and may be deemed to share voting and investment power over the securities held by AMA III. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and 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.
The reporting person is one of the Managing Members of Accel Meritech Investors III L.L.C. ("AMI III"), and may be deemed to share voting and investment power over the securities held by AMI III. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and 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.
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.
/s/ Michael Johnson as attorney-in-fact for James W. Breyer
2012-12-18