Filing Details
- Accession Number:
- 0001209191-12-058454
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2012-12-18 19:05:33
- Reporting Period:
- 2012-12-15
- Filing Date:
- 2012-12-18
- Accepted Time:
- 2012-12-18 19:05:33
- 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 |
|---|---|---|---|---|---|---|---|
| 1509441 | Todd Michael Schroepfer | C/O Facebook, Inc. 1601 Willow Road Menlo Park CA 94025 | Vp Engineering | No | Yes | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Acquisiton | 2012-12-15 | 9,997 | $0.00 | 1,439,813 | No | 4 | C | Direct | |
| Class A Common Stock | Disposition | 2012-12-17 | 55,000 | $26.79 | 1,384,813 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | C | Direct | |
| No | 4 | S | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class B Common Stock | Restricted Stock Units (RSU) | Disposition | 2012-12-15 | 18,750 | $0.00 | 18,750 | $0.00 |
| Class A Common Stock | Class B Common Stock | Acquisiton | 2012-12-15 | 18,750 | $0.00 | 18,750 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2012-12-15 | 8,753 | $0.00 | 8,753 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2012-12-15 | 9,997 | $0.00 | 9,997 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 356,250 | 2019-08-25 | No | 4 | M | Direct | |
| 18,750 | No | 4 | M | Direct | ||
| 9,997 | 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 in connection with the net settlement of restricted stock units (the "RSUs") listed in Table II, based on a price of $26.81 per share, which represented the closing price of the issuer's Class A Common Stock on December 14, 2012.
- The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
- The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.75 to $26.945 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).
- 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 July 15, 2010 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.
- 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.
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