0001209191-12-055741.txt : 20121204 0001209191-12-055741.hdr.sgml : 20121204 20121204170339 ACCESSION NUMBER: 0001209191-12-055741 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20121201 FILED AS OF DATE: 20121204 DATE AS OF CHANGE: 20121204 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ullyot Theodore Warren CENTRAL INDEX KEY: 0001382582 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35551 FILM NUMBER: 121241323 MAIL ADDRESS: STREET 1: 200 GREENWICH AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 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 2012-12-01 0 0001326801 Facebook Inc FB 0001382582 Ullyot Theodore Warren C/O FACEBOOK, INC. 1601 WILLOW ROAD MENLO PARK CA 94025 0 1 0 0 VP, Gen. Counsel & Secretary Class A Common Stock 2012-12-01 4 C 0 28718 0.00 A 1006291 D Class A Common Stock 2012-12-03 4 S 0 111990 27.907 D 894301 D Class A Common Stock 2012-12-04 4 S 0 40 27.06 D 894261 D Restricted Stock Units (RSU) 2012-12-01 4 M 0 53860 0.00 D 2019-01-11 Class B Common Stock 53860 592495 D Class B Common Stock 2012-12-01 4 M 0 53860 0.00 A Class A Common Stock 53860 53860 D Class B Common Stock 2012-12-01 4 F 0 25142 0.00 D Class A Common Stock 25142 28718 D Class B Common Stock 2012-12-01 4 C 0 28718 0.00 D Class A Common Stock 28718 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 $28.00 per share, which represented the closing price of the issuer's Class A Common Stock on November 30, 2012. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted 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 $27.84 to $27.98 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). 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. 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 November 1, 2009 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. 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/ Michael Johnson as attorney-in-fact for Theodore W. Ullyot 2012-12-04