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