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