0001209191-13-030640.txt : 20130604 0001209191-13-030640.hdr.sgml : 20130604 20130604185754 ACCESSION NUMBER: 0001209191-13-030640 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130601 FILED AS OF DATE: 20130604 DATE AS OF CHANGE: 20130604 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Schroepfer Michael Todd CENTRAL INDEX KEY: 0001509441 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35551 FILM NUMBER: 13892769 MAIL ADDRESS: STREET 1: C/O FACEBOOK INC. STREET 2: 1601 WILLOW ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2013-06-01 0 0001326801 Facebook Inc FB 0001509441 Schroepfer Michael Todd C/O FACEBOOK, INC. 1601 WILLOW ROAD MENLO PARK CA 94025 0 1 0 0 Chief Technology Officer Class A Common Stock 2013-06-01 4 C 0 21317 0.00 A 1197443 D Restricted Stock Unit (RSU) 2013-06-01 4 M 0 24965 0.00 D 2019-01-11 Class B Common Stock 24965 74890 D Class B Common Stock 2013-06-01 4 M 0 24965 0.00 A Class A Common Stock 24965 24965 D Class B Common Stock 2013-06-01 4 F 0 13027 0.00 D Class A Common Stock 13027 11938 D Class B Common Stock 2013-06-01 4 C 0 11938 0.00 D Class A Common Stock 11938 0 D Restricted Stock Unit (RSU) 2013-06-01 4 M 0 19615 0.00 D 2019-01-11 Class B Common Stock 19615 98070 D Class B Common Stock 2013-06-01 4 M 0 19615 0.00 A Class A Common Stock 19615 19615 D Class B Common Stock 2013-06-01 4 F 0 10236 0.00 D Class A Common Stock 10236 9379 D Class B Common Stock 2013-06-01 4 C 0 9379 0.00 D Class A Common Stock 9379 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 $24.35 per share, which represented the closing price of the issuer's Class A Common Stock on May 31, 2013. 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 September 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. 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. /s/ Michael Johnson as attorney-in-fact for Michael T. Schroepfer 2013-06-04