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Filing Details

Accession Number:: 0001209191-13-000389
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-01-02 19:48:26
Reporting Period:: 2012-12-28

Filing Date:: 2013-01-02
Accepted Time:: 2013-01-02 19:48:26
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

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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	2012-12-28	215,000	$0.00	1,599,813	No	4	C	Direct
Class A Common Stock	Disposition	2012-12-31	55,000	$26.42	1,544,813	No	4	S	Direct
Class A Common Stock	Acquisiton	2013-01-01	25,476	$0.00	1,570,289	No	4	C	Direct

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

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class B Common Stock	Stock Option (right to buy Class B Common Stock)	Disposition	2012-12-28	215,000	$0.00	215,000	$1.85
Class A Common Stock	Class B Common Stock	Acquisiton	2012-12-28	215,000	$0.00	215,000	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2012-12-28	215,000	$0.00	215,000	$0.00
Class B Common Stock	Restricted Stock Units (RSU)	Disposition	2013-01-01	19,615	$0.00	19,615	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2013-01-01	19,615	$0.00	19,615	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2013-01-01	8,776	$0.00	8,776	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2013-01-01	10,839	$0.00	10,839	$0.00
Class B Common Stock	Restricted Stock Units (RSU)	Disposition	2013-01-01	24,965	$0.00	24,965	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2013-01-01	24,965	$0.00	24,965	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2013-01-01	10,328	$0.00	10,328	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2013-01-01	14,637	$0.00	14,637	$0.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
1,496,745	2019-01-11	No	4	M	Direct
215,000		No	4	M	Direct
0		No	4	C	Direct
196,140	2019-01-11	No	4	M	Direct
19,615		No	4	M	Direct
10,839		No	4	F	Direct
0		No	4	C	Direct
199,705	2019-01-11	No	4	M	Direct
24,965		No	4	M	Direct
14,637		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 exercise of vested stock options.
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 $26.19 to $26.94 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 $26.63 per share, which represented the closing price of the issuer's Class A Common Stock on December 31, 2012.
The option vested as to 1/5th of the total shares on August 25, 2009, after which 1/60th of the total shares vest monthly, subject to continued service through each vesting date. In connection with certain estate planning transfers, options to purchase an aggregate of 800,000 vested shares are held by Michael T. Schroepfer, Trustee of the Michael T. Schroepfer Annuity Trust u/a/d 6/27/11, Erin Hoffman, Trustee of The Erin Hoffman 2011 Annuity Trust u/a/d 6/27/11 and Michael Schroepfer and Erin Hoffman, Co-Trustees of the HS Trust u/a/d 9/28/11.
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.
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 November 1, 2009 and then 1/60th of the total number of shares vest monthly thereafter, subject to continued service through each vesting 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 September 1, 2009 and then 1/60th of the total number of shares vest monthly thereafter, subject to continued service through each vesting date.