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Filing Details

Accession Number:: 0001209191-13-041215
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-08-16 17:48:15
Reporting Period:: 2012-11-19

Filing Date:: 2013-08-16
Accepted Time:: 2013-08-16 17:48:15
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
1214123	A David Ebersman	C/O Facebook, Inc. 1601 Willow Road Menlo Park CA 94025	Chief Financial Officer	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	Explanation
Class A Common Stock	Disposition	2012-11-19	2,283,030	$0.00	0	No	5	G	Direct
Class A Common Stock	Acquisiton	2012-11-19	2,283,030	$0.00	2,283,030	No	5	G	Indirect	By The Ebersman Family Trust UA DTD 5/29/02
Class A Common Stock	Disposition	2012-12-19	59,984	$0.00	0	No	5	G	Direct
Class A Common Stock	Acquisiton	2012-12-19	59,984	$0.00	2,343,014	No	5	G	Indirect	By The Ebersman Family Trust UA DTD 5/29/02
Class A Common Stock	Disposition	2012-12-20	108,090	$0.00	2,234,924	No	5	G	Indirect	By The Ebersman Family Trust UA DTD 5/29/02
Class A Common Stock	Acquisiton	2012-12-20	108,090	$0.00	108,090	No	5	G	Indirect	By The Ebersman Family 2012 Irrevocable Trust
Class A Common Stock	Disposition	2013-01-31	116,000	$0.00	2,118,924	No	5	G	Indirect	By The Ebersman Family Trust UA DTD 5/29/02
Class A Common Stock	Acquisiton	2013-01-31	116,000	$0.00	174,367	No	5	G	Direct
Class A Common Stock	Disposition	2013-07-31	200,000	$0.00	1,918,924	No	5	G	Indirect	By The Ebersman Family Trust UA DTD 5/29/02
Class A Common Stock	Acquisiton	2013-07-31	200,000	$0.00	271,471	No	5	G	Direct
Class A Common Stock	Disposition	2013-08-14	11,700	$36.83	36,371	No	4	S	Direct
Class A Common Stock	Disposition	2013-08-15	11,700	$36.36	24,671	No	4	S	Direct
Class A Common Stock	Acquisiton	2013-08-15	53,797	$0.00	78,468	No	4	C	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	5	G	Direct
No	5	G	Indirect	By The Ebersman Family Trust UA DTD 5/29/02
No	5	G	Direct
No	5	G	Indirect	By The Ebersman Family Trust UA DTD 5/29/02
No	5	G	Indirect	By The Ebersman Family Trust UA DTD 5/29/02
No	5	G	Indirect	By The Ebersman Family 2012 Irrevocable Trust
No	5	G	Indirect	By The Ebersman Family Trust UA DTD 5/29/02
No	5	G	Direct
No	5	G	Indirect	By The Ebersman Family Trust UA DTD 5/29/02
No	5	G	Direct
No	4	S	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	Restricted Stock Units (RSU)	Disposition	2013-08-15	112,500	$0.00	112,500	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2013-08-15	112,500	$0.00	112,500	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2013-08-15	58,703	$0.00	58,703	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2013-08-15	53,797	$0.00	53,797	$0.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
1,462,500	2019-10-25	No	4	M	Direct
112,500		No	4	M	Direct
53,797		No	4	F	Direct
0		No	4	C	Direct

Footnotes

This transaction represents the transfer of shares for the purposes of estate planning, and not a purchase or sale, of securities by David Ebersman to The Ebersman Family Trust UA DTD 5/29/02, David A. Ebersman and Michelle Ebersman, Trustees.
Shares held of record by The Ebersman Family Trust UA DTD 5/29/02, David A. Ebersman and Michelle Ebersman, Trustees.
This transaction represents the transfer of shares for the purposes of estate planning, and not a purchase or sale, of securities by The Ebersman Family Trust UA DTD 5/29/02, David A. Ebersman and Michelle Ebersman, Trustees to The Ebersman Family 2012 Irrevocable Trust, David A. Ebersman and Michelle Ebersman, Trustees, the beneficiaries of which include the reporting person's minor children.
Shares held of record by The Ebersman Family 2012 Irrevocable Trust, David A. Ebersman and Michelle Ebersman, Trustees, the beneficiaries of which include the reporting person's minor children.
This transaction represents the transfer of shares for the purposes of estate planning, and not a purchase or sale, of securities by The Ebersman Family Trust UA DTD 5/29/02, David A. Ebersman and Michelle Ebersman, Trustees to David Ebersman.
Subsequent to this transaction, the reporting person sold an additional 223,400 shares of Class A Common Stock as reported on a Form 4 filed with the SEC on 8/2/2013.
The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
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 $36.64 per share, which represented the closing price of the issuer's Class A Common Stock on August 14, 2013.
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. The service-based vesting condition was satisfied as to 1/5th of the total number of shares on September 15, 2010 and then 1/60th of the total number of shares vest monthly thereafter, subject to continued service through each vesting date.
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.