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Filing Details

Accession Number:: 0001209191-12-054108
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-11-20 17:02:23
Reporting Period:: 2012-11-17

Filing Date:: 2012-11-20
Accepted Time:: 2012-11-20 17:02:23
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
1160077	L Marc Andreessen	C/O Andreessen Horowitz 2865 Sand Hill Rd., Ste. 101 Menlo Park CA 94025		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	Acquisiton	2012-11-17	5,247,490	$0.00	5,543,069	No	4	C	Indirect	By The Andreessen 1996 Living Trust
Class A Common Stock	Disposition	2012-11-19	2,013,800	$23.37	3,529,269	No	4	S	Indirect	By The Andreessen 1996 Living Trust
Class A Common Stock	Disposition	2012-11-19	296,145	$23.93	3,233,124	No	4	S	Indirect	By The Andreessen 1996 Living Trust

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	By The Andreessen 1996 Living Trust
No	4	S	Indirect	By The Andreessen 1996 Living Trust
No	4	S	Indirect	By The Andreessen 1996 Living Trust

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class B Common Stock	Restricted Stock Units (RSU)	Disposition	2012-11-17	5,247,490	$0.00	5,247,490	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2012-11-17	5,247,490	$0.00	5,247,490	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2012-11-17	5,247,490	$0.00	5,247,490	$0.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2018-06-29	No	4	M	Direct
5,247,490		No	4	M	Indirect
0		No	4	C	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	3,571,431	Indirect	By Andreessen Horowitz Fund II, L.P. as nominee
Class A Common Stock	13,626	Indirect	By The Andreessen 1996 Charitable Remainder Unitrust

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Class A Common Stock	Class B Common Stock	$0.00			178,308	178,308	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	178,308	178,308	Indirect

Footnotes

Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock in connection with the settlement of the restricted stock units ("RSUs") listed in Table II.
The reporting person and JP Morgan Trust Company, NA are the Trustees of The Andreessen 1996 Living Trust.
The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan established for the sole purpose of covering the reporting person's tax liability in connection with the settlement of the RSUs listed in Table II.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.85 to $23.83 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 (4).
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.85 to $24.06 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 reporting person is one of the Managing Members of AH Equity Partners II, L.L.C., which is the General Partner of Andreessen Horowitz Fund II, L.P. as nominee ("AH Fund II"), and may be deemed to share voting and investment power over the securities held by AH Fund II. The reporting person disclaims beneficial ownership over 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.
The reporting person and JP Morgan Trust Company, NA are the Trustees of The Andreessen 1996 Charitable Remainder Unitrust. The reporting person disclaims beneficial ownership over 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.
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 and the service-based vesting condition was satisfied on July 30, 2012.
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.
Pursuant to the terms of the RSU agreement, the shares of Class B Common Stock that are issued in connection with the settlement of the RSUs are issued to The Andreessen 1996 Living Trust.
The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.
The reporting person is one of the Managing Members of AH Equity Partners I, L.L.C., which is the General Partner of Andreessen Horowitz Fund I, L.P. as nominee ("AH Fund I"), and may be deemed to share voting and investment power over the securities held by AH Fund I. The reporting person disclaims beneficial ownership over 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.