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Filing Details

Accession Number:: 0001209191-12-051507
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-11-02 17:17:46
Reporting Period:: 2012-10-31

Filing Date:: 2012-11-02
Accepted Time:: 2012-11-02 17:17:46
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
1382582	Warren Theodore Ullyot	C/O Facebook, Inc. 1601 Willow Road Menlo Park CA 94025	Vp, Gen. Counsel & Secretary	No	Yes	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
Class A Common Stock	Acquisiton	2012-10-31	35,600	$0.00	1,387,403	No	4	C	Direct
Class A Common Stock	Disposition	2012-10-31	142,375	$20.99	1,245,028	No	4	S	Direct
Class A Common Stock	Acquisiton	2012-11-01	28,720	$0.00	1,273,748	No	4	C	Direct
Class A Common Stock	Disposition	2012-11-01	6,700	$21.14	1,267,048	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	C	Direct
No	4	S	Direct
No	4	C	Direct
No	4	S	Direct

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	2012-10-31	35,600	$0.00	35,600	$0.00
Class B Common Stock	Restricted Stock Units (RSU)	Disposition	2012-11-01	53,865	$0.00	53,865	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2012-11-01	53,865	$0.00	53,865	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2012-11-01	25,145	$0.00	25,145	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2012-11-01	28,720	$0.00	28,720	$0.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0		No	4	C	Direct
646,355	2019-01-11	No	4	M	Direct
53,865		No	4	M	Direct
28,720		No	4	F	Direct
0		No	4	C	Direct

Footnotes

Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock at the election of the reporting person.
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 $20.76 to $21.15 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 (3).
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 $21.115 per share, which represented the closing price of the issuer's Class A Common Stock on October 31, 2012.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.14 to $21.15 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 (5).
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 holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.
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. 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. The liquidity event-based vesting condition is satisfied six months after the issuer's initial public offering, which was declared effective on May 17, 2012. Under settlement procedures applicable to the RSUs, the issuer is permitted to deliver the underlying shares within 30 days before or after the date on which the liquidity event-based condition is satisfied.
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.