0001209191-12-053289.txt : 20121115
0001209191-12-053289.hdr.sgml : 20121115
20121115170355
ACCESSION NUMBER: 0001209191-12-053289
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20121115
FILED AS OF DATE: 20121115
DATE AS OF CHANGE: 20121115
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: EBERSMAN DAVID A
CENTRAL INDEX KEY: 0001214123
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35551
FILM NUMBER: 121209423
MAIL ADDRESS:
STREET 1: C/O FACEBOOK INC.
STREET 2: 1601 WILLOW ROAD
CITY: MENLO PARK
STATE: CA
ZIP: 94025
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
2012-11-15
0
0001326801
Facebook Inc
FB
0001214123
EBERSMAN DAVID A
C/O FACEBOOK, INC.
1601 WILLOW ROAD
MENLO PARK
CA
94025
0
1
0
0
Chief Financial Officer
Class A Common Stock
2012-11-15
4
C
0
59984
0.00
A
2283030
D
Restricted Stock Units (RSU)
2012-11-15
4
M
0
112500
0.00
D
2019-10-25
Class B Common Stock
112500
2475000
D
Class B Common Stock
2012-11-15
4
M
0
112500
0.00
A
Class A Common Stock
112500
112500
D
Class B Common Stock
2012-11-15
4
F
0
52516
0.00
D
Class A Common Stock
52516
59984
D
Class B Common Stock
2012-11-15
4
C
0
59984
0.00
D
Class A Common Stock
59984
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 net settlement of restricted stock units (the "RSUs") listed in Table II, based on a price of $22.35 per share, which represented the closing price of the issuer's Class A Common Stock on November 14, 2012.
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. Pursuant to the terms of the RSU award, the service-based vesting condition was satisfied as to 1/5th of the total number of shares on September 15, 2010 and then 1/60th of the total number of shares vest monthly thereafter, subject to continued service through each vesting date. The liquidity event-based vesting condition is satisfied six months after the issuer's initial public offering, which was declared effective on May 17, 2012. Under settlement procedures applicable to the RSUs, the issuer is permitted to deliver the underlying shares within 30 days before or after the date on which the liquidity event-based condition is satisfied.
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.
Represents shares of Class B Common Stock that have been withheld by the issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the RSUs and does not represent a sale by the reporting person.
Represents shares of Class B Common Stock that have been converted to Class A Common Stock in connection with the net settlement of the RSUs.
/s/ David Kling as attorney-in-fact for David A. Ebersman
2012-11-15