0001209191-13-000399.txt : 20130102 0001209191-13-000399.hdr.sgml : 20130101 20130102194929 ACCESSION NUMBER: 0001209191-13-000399 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130101 FILED AS OF DATE: 20130102 DATE AS OF CHANGE: 20130102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sandberg Sheryl CENTRAL INDEX KEY: 0001366010 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35551 FILM NUMBER: 13503635 MAIL ADDRESS: STREET 1: 1600 AMPHITHEATRE PARKWAY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 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 2013-01-01 0 0001326801 Facebook Inc FB 0001366010 Sandberg Sheryl C/O FACEBOOK, INC. 1601 WILLOW ROAD MENLO PARK CA 94025 1 1 0 0 Chief Operating Officer Class A Common Stock 2013-01-01 4 C 0 338375 0.00 A 16867034 D Class A Common Stock 7780 I By Sheryl K. Sandberg, Trustee of the Sandberg-Goldberg Family Trust dated September 3, 2004 Class A Common Stock 1811854 I By Sheryl K. Sandberg, Trustee of the Sheryl K. Sandberg 2008 Annuity Trust dated April 15, 2008 Restricted Stock Units (RSU) 2013-01-01 4 M 0 698905 0.00 D 2018-07-31 Class B Common Stock 698905 2096710 D Class B Common Stock 2013-01-01 4 M 0 698905 0.00 A Class A Common Stock 698905 698905 D Class B Common Stock 2013-01-01 4 F 0 360530 0.00 D Class A Common Stock 360530 338375 D Class B Common Stock 2013-01-01 4 C 0 338375 0.00 D Class A Common Stock 338375 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 $26.63 per share, which represented the closing price of the issuer's Class A Common Stock on December 31, 2012. Shares held of record by Sheryl K. Sandberg, Trustee of the Sandberg-Goldberg Family Trust dated September 3, 2004. Shares held of record by Sheryl K. Sandberg, Trustee of the Sheryl K. Sandberg 2008 Annuity Trust dated April 15, 2008. 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 89% of the total shares underlying the RSUs on October 1, 2012, and then 1.833% of the total number of remaining 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/ David Kling as attorney-in-fact for Sheryl K. Sandberg 2013-01-02