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