0001209191-14-035352.txt : 20140519
0001209191-14-035352.hdr.sgml : 20140519
20140519202949
ACCESSION NUMBER: 0001209191-14-035352
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20140515
FILED AS OF DATE: 20140519
DATE AS OF CHANGE: 20140519
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
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: 14856165
MAIL ADDRESS:
STREET 1: C/O FACEBOOK INC.
STREET 2: 1601 WILLOW ROAD
CITY: MENLO PARK
STATE: CA
ZIP: 94025
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2014-05-15
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
2014-05-15
4
C
0
112500
0.00
A
410145
D
Class A Common Stock
2014-05-15
4
S
0
50600
58.3288
D
359545
D
Class A Common Stock
2014-05-15
4
S
0
8115
59.1056
D
351430
D
Class A Common Stock
318924
I
By The Ebersman Family Trust UA DTD 5/29/02
Class A Common Stock
108090
I
By The Ebersman Family 2012 Irrevocable Trust
Restricted Stock Units (RSU)
2014-05-15
4
M
0
112500
0.00
D
2019-10-25
Class B Common Stock
112500
450000
D
Class B Common Stock
2014-05-15
4
M
0
112500
0.00
A
Class A Common Stock
112500
112500
D
Class B Common Stock
2014-05-15
4
C
0
112500
0.00
D
Class A Common Stock
112500
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 (the "RSUs") listed in Table II.
Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.90 to $58.89 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).
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.91 to $59.26 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 (4).
Shares held of record by The Ebersman Family Trust UA DTD 5/29/02, David A. Ebersman and Michelle Ebersman, Trustees.
Shares held of record by The Ebersman Family 2012 Irrevocable Trust, David A. Ebersman and Michelle Ebersman, Trustees, the beneficiaries of which include the reporting person's minor children.
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. 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 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 David A. Ebersman
2014-05-19