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Filing Details

Accession Number:: 0001209191-12-050884
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-10-29 19:02:02
Reporting Period:: 2012-10-25

Filing Date:: 2012-10-29
Accepted Time:: 2012-10-29 19:02:02
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1326801	Facebook Inc	FB	Services-Computer Programming, Data Processing, Etc. (7370)	201665019

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1194696	James Breyer	C/O Accel Partners 428 University Avenue Palo Alto CA 94301		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Disposition	2012-10-25	724,144	$0.00	0	No	5	J	Indirect	By Accel Growth Fund Associates L.L.C.
Class A Common Stock	Disposition	2012-10-25	16,491,451	$0.00	0	No	5	J	Indirect	By Accel IX Associates L.L.C.
Class A Common Stock	Disposition	2012-10-25	4,632,980	$0.00	5,277,556	No	5	J	Indirect	By Accel Investors 2005 L.L.C.
Class A Common Stock	Acquisiton	2012-10-25	37,120	$0.00	37,120	No	4	C	Indirect	By Accel Growth Fund Investors 2009 L.L.C.
Class A Common Stock	Disposition	2012-10-25	37,120	$0.00	0	No	5	J	Indirect	By Accel Growth Fund Investors 2009 L.L.C.
Class A Common Stock	Disposition	2012-10-25	176,416	$0.00	0	No	5	J	Indirect	By Accel Meritech Associates III L.L.C.
Class A Common Stock	Disposition	2012-10-25	98,018	$0.00	0	No	5	J	Indirect	By Accel Meritech Investors III L.L.C.
Class A Common Stock	Acquisiton	2012-10-25	3,280,320	$0.00	10,749,038	No	5	J	Indirect	By James W. Breyer as Trustee of the James W. Breyer 2005 Trust dated March 25, 2005
Class A Common Stock	Disposition	2012-10-25	3,563,387	$22.77	7,185,651	No	4	S	Indirect	By James W. Breyer as Trustee of the James W. Breyer 2005 Trust dated March 25, 2005

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	5	J	Indirect	By Accel Growth Fund Associates L.L.C.
No	5	J	Indirect	By Accel IX Associates L.L.C.
No	5	J	Indirect	By Accel Investors 2005 L.L.C.
No	4	C	Indirect	By Accel Growth Fund Investors 2009 L.L.C.
No	5	J	Indirect	By Accel Growth Fund Investors 2009 L.L.C.
No	5	J	Indirect	By Accel Meritech Associates III L.L.C.
No	5	J	Indirect	By Accel Meritech Investors III L.L.C.
No	5	J	Indirect	By James W. Breyer as Trustee of the James W. Breyer 2005 Trust dated March 25, 2005
No	4	S	Indirect	By James W. Breyer as Trustee of the James W. Breyer 2005 Trust dated March 25, 2005

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B Common Stock	Disposition	2012-10-25	37,120	$0.00	37,120	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
63,172			No	4	C	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	704,263	Indirect	By James W. Breyer as Trustee of the James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011
Class A Common Stock	56,612,648	Indirect	By Accel IX L.P.
Class A Common Stock	6,032,562	Indirect	By Accel IX Strategic Partners L.P.

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Amount	Remaning Holdings	Nature of Ownership
Class A Common Stock	Class B Common Stock	$0.00	4,741,307	4,741,307	Indirect
Class A Common Stock	Class B Common Stock	$0.00	92,554	92,554	Indirect
Class A Common Stock	Class B Common Stock	$0.00	139,144	139,144	Indirect
Class A Common Stock	Class B Common Stock	$0.00	15,461	15,461	Indirect

Amount	Remaning Holdings	Nature of Ownership
4,741,307	4,741,307	Indirect
92,554	92,554	Indirect
139,144	139,144	Indirect
15,461	15,461	Indirect

Footnotes

Transactions reported on this form represent pro rata distributions, and not a purchase or sale of securities, by Accel Growth Fund Associates L.L.C. ("AGFA"), Accel IX Associates L.L.C. ("A9A"), Accel Investors 2005 L.L.C. ("Accel 2005") and Accel Growth Fund Investors 2009 L.L.C. ("Accel Growth 2009") to their respective members without consideration. Distribution transactions were executed pursuant to a plan established in compliance with the requirements of Rule 10b5-1.
The reporting person is one of the Managing Members of AGFA, and may be deemed to share voting and investment power over the securities held by AGFA. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
The reporting person is one of the Managing Members of A9A, and may be deemed to share voting and investment power over the shares held of record by A9A. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
The reporting person is one of the Managing Members of Accel 2005, and may be deemed to share voting and investment power over the securities held by Accel 2005. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
The reporting person is one of the Managing Members of Accel Growth 2009, and may be deemed to share voting and investment power over the securities held by Accel Growth 2009. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
Transactions reported on this form represent pro rata distributions, and not a purchase or sale of securities, by Accel Meritech Associates III L.L.C. ("AMA III") and Accel Meritech Investors III L.L.C. ("AMI III") to their respective members without consideration.
The reporting person is one of the Managing Members of AMA III, and may be deemed to share voting and investment power over the securities held by AMA III. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
The reporting person is one of the Managing Members of AMI III, and may be deemed to share voting and investment power over the securities held by AMI III. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
Transactions reported on this form represent pro rata distributions, and not a purchase or sale of securities, by AGFA, A9A, Accel 2005, Accel Growth 2009, AMA III and AMI III to their respective members without consideration.
Shares held of record by James W. Breyer as Trustee of the James W. Breyer 2005 Trust dated March 25, 2005.
The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 1, 2012.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.48 to $23.29 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 (12).
Shares held of record by James W. Breyer as Trustee of the James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011.
A9A, which is the General Partner of Accel IX L.P. ("Accel IX"), has sole voting and investment power over the securities held by Accel IX. A9A disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, the reporting person is one of the Managing Members of A9A and may be deemed to share voting and investment power over the shares held of record by Accel IX. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
A9A, which is the General Partner of Accel IX Strategic Partners L.P. ("Accel SP"), has sole voting and investment power over the securities held by Accel SP. A9A disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, the reporting person is one of the Managing Members of A9A and may be deemed to share voting and investment power over the shares held of record by Accel SP. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
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 shares of Class B Common Stock automatically converted into Class A Common Stock on a 1-for-1 basis in connection with the transfer of such shares.
AGFA, which is the General Partner of Accel Growth Fund L.P. ("Accel Growth"), has sole voting and investment power over the securities held by Accel Growth. AGFA disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, the reporting person is one of the Managing Members of AGFA and may be deemed to share voting and investment power over the shares held of record by Accel Growth. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
AGFA, which is the General Partner of Accel Growth Fund Strategic Partners L.P. ("Accel Growth SP"), has sole voting and investment power over the securities held by Accel Growth SP. AGFA disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, the reporting person is one of the Managing Members of AGFA and may be deemed to share voting and investment power over the shares held of record by Accel Growth SP. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.