0001209191-13-026610.txt : 20130515 0001209191-13-026610.hdr.sgml : 20130515 20130515201348 ACCESSION NUMBER: 0001209191-13-026610 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130510 FILED AS OF DATE: 20130515 DATE AS OF CHANGE: 20130515 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Athwal Jas CENTRAL INDEX KEY: 0001575625 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35551 FILM NUMBER: 13849260 MAIL ADDRESS: STREET 1: C/O FACEBOOK, INC. STREET 2: 1601 WILLOW ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 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 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2013-05-10 0 0001326801 Facebook Inc FB 0001575625 Athwal Jas C/O FACEBOOK, INC. 1601 WILLOW ROAD MENLO PARK CA 94025 0 1 0 0 Chief Accounting Officer Class A Common Stock 170302 D Restricted Stock Unit (RSU) 0.00 2019-08-25 Class B Common Stock 6670 D Restricted Stock Unit (RSU) 0.00 2020-08-25 Class B Common Stock 42505 D Restricted Stock Unit (RSU) 0.00 2021-03-24 Class B Common Stock 41014 D Restricted Stock Unit (RSU) 0.00 2022-05-02 Class B Common Stock 6195 D Restricted Stock Unit (RSU) 0.00 2023-05-05 Class A Common Stock 71220 D 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 condition was satisfied on November 17, 2012. The service-based condition was satisfied as to 1/4th of the total number of shares on July 1, 2010 and then, an additional 1/48th 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 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 condition was satisfied on November 17, 2012. The service-based condition was satisfied as to 1/4th of the total number of shares on August 15, 2011 and then, an additional 1/16th of the total number of shares vest quarterly thereafter, subject to continued service through each vesting date. The RSUs vested as to 1/5th of the total shares on January 15, 2012 and then, an additional 1/20th of the total shares vest quarterly thereafter, subject to continued service through each vesting date. The RSUs vested as to 1/4th of the total shares on February 15, 2013, and then 1/16th of the total shares vest quarterly thereafter, subject to continued service through each vesting date. Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement. The RSUs vest as to 1/4th of the total shares on February 15, 2014, and then 1/16th of the total shares vest quarterly thereafter, subject to continued service through each vesting date. /s/ Michael Johnson as attorney-in-fact for Jas Athwal 2013-05-15 EX-24.3_472756 2 poa.txt POA DOCUMENT FACEBOOK, INC. SECTION 16 POWER OF ATTORNEY The undersigned hereby constitutes and appoints Theodore W. Ullyot, David Kling and Michael Johnson, or any of them, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Facebook, Inc. (the "Company"), Forms 3, 4s and 5s in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder; (2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Forms 3, 4s and 5s and timely file such form with the U.S. Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that each such attorney-in-fact, or each such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. The undersigned agrees that each such attorney-in-fact may rely entirely on information furnished orally or in writing by the undersigned to each such attorney-in-fact. The undersigned also agrees to indemnify and hold harmless the Company and each such attorney-in-fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based on any untrue statement or omission of necessary facts in the information provided by the undersigned to such attorney-in-fact for purposes of executing, acknowledging, delivering and filing Forms 3, 4s or 5s (including amendments thereto) and agrees to reimburse the Company and each such attorney-in-fact for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4s and 5s with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 29th day of April 2013. /s/ Jas Athwal Jas Athwal