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