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Filing Details

Accession Number:: 0001209191-13-006684
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-02-05 20:35:11
Reporting Period:: 2013-02-01

Filing Date:: 2013-02-05
Accepted Time:: 2013-02-05 20:35:11
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	2013-02-01	101,722	$0.00	0	No	4	J	Indirect	By Accel Meritech Associates III L.L.C.
Class A Common Stock	Disposition	2013-02-01	56,518	$0.00	0	No	4	J	Indirect	By Accel Meritech Investors III L.L.C.
Class A Common Stock	Acquisiton	2013-02-01	20,425	$0.00	10,984,169	No	4	J	Indirect	By James W. Breyer as Trustee of the James W. Breyer 2005 Trust dated March 25, 2005
Class A Common Stock	Disposition	2013-02-01	1,007,957	$30.16	9,976,212	No	4	S	Indirect	By James W. Breyer as Trustee of the James W. Breyer 2005 Trust dated March 25, 2005
Class A Common Stock	Disposition	2013-02-01	95,726	$30.83	9,880,486	No	4	S	Indirect	By James W. Breyer as Trustee of the James W. Breyer 2005 Trust dated March 25, 2005
Class A Common Stock	Disposition	2013-02-01	82,165	$30.16	622,098	No	4	S	Indirect	By James W. Breyer as Trustee of the James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011
Class A Common Stock	Disposition	2013-02-01	7,801	$30.83	614,297	No	4	S	Indirect	By James W. Breyer as Trustee of the James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011
Class A Common Stock	Disposition	2013-02-04	1,275,820	$28.60	8,604,666	No	4	S	Indirect	By James W. Breyer as Trustee of the James W. Breyer 2005 Trust dated March 25, 2005
Class A Common Stock	Disposition	2013-02-04	52,309	$29.11	8,552,357	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	4	J	Indirect	By Accel Meritech Associates III L.L.C.
No	4	J	Indirect	By Accel Meritech Investors III L.L.C.
No	4	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
No	4	S	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 2011 Annuity Trust 1, dated March 10, 2011
No	4	S	Indirect	By James W. Breyer as Trustee of the James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011
No	4	S	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 Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Class A Common	Class B Common Stock	$0.00			139,144	139,144	Indirect
Class A Common	Class B Common Stock	$0.00			15,461	15,461	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	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 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.
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.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.64 to $30.63 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 (6).
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.64 to $31.00 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 (7).
Shares held of record by James W. Breyer as Trustee of the James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.07 to $29.0611 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 (9).
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.07 to $29.16 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 (10)
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.