Filing Details
- Accession Number:
- 0001209191-12-029811
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2012-05-22 13:00:00
- Reporting Period:
- 2012-05-22
- Filing Date:
- 2012-05-22
- Accepted Time:
- 2012-05-22 17:12:47
- 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 |
|---|---|---|---|---|---|---|---|
| 1211060 | Peter Thiel | C/O Facebook, Inc. 1601 Willow Road Menlo Park CA 94025 | Yes | No | 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 | 2012-05-22 | 32,875,670 | $0.00 | 32,875,670 | No | 4 | C | Indirect | By Rivendell One LLC |
| Class A Common Stock | Disposition | 2012-05-22 | 14,293,769 | $37.58 | 18,581,901 | No | 4 | S | Indirect | By Rivendell One LLC |
| Class A Common Stock | Acquisiton | 2012-05-22 | 2,550,546 | $0.00 | 2,550,546 | No | 4 | C | Indirect | By The Founders Fund, LP |
| Class A Common Stock | Disposition | 2012-05-22 | 2,550,546 | $37.58 | 0 | No | 4 | S | Indirect | By The Founders Fund, LP |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | C | Indirect | By Rivendell One LLC |
| No | 4 | S | Indirect | By Rivendell One LLC |
| No | 4 | C | Indirect | By The Founders Fund, LP |
| No | 4 | S | Indirect | By The Founders Fund, LP |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class B Common Stock | Series A Convertible Preferred Stock | Disposition | 2012-05-22 | 32,875,670 | $0.00 | 32,875,670 | $0.00 |
| Class A Common Stock | Class B Common Stock | Acquisiton | 2012-05-22 | 32,875,670 | $0.00 | 32,875,670 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2012-05-22 | 32,875,670 | $0.00 | 32,875,670 | $0.00 |
| Class B Common Stock | Series C Convertible Preferred Stock | Disposition | 2012-05-22 | 5,837,600 | $0.00 | 5,866,256 | $0.00 |
| Class A Common Stock | Class B Common Stock | Acquisiton | 2012-05-22 | 5,866,256 | $0.00 | 5,866,256 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2012-05-22 | 2,550,546 | $0.00 | 2,550,546 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 0 | No | 4 | C | Indirect | ||
| 32,875,670 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 5,978,140 | No | 4 | C | Indirect | ||
| 3,427,594 | No | 4 | C | Indirect |
Reported Derivative Holdings
| Sec. Name | Sec. Type | Price | Date | Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | Class B Common Stock | $0.00 | 740,960 | 740,960 | Indirect | ||
| Class A Common Stock | Class B Common Stock | $0.00 | 36,640 | 36,640 | Indirect | ||
| Class A Common Stock | Class B Common Stock | $0.00 | 22,400 | 22,400 | Indirect | ||
| Class A Common Stock | Class B Common Stock | $0.00 | 5,070,290 | 5,070,290 | Indirect |
| Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|
| 740,960 | 740,960 | Indirect | |
| 36,640 | 36,640 | Indirect | |
| 22,400 | 22,400 | Indirect | |
| 5,070,290 | 5,070,290 | Indirect |
Footnotes
- The reporting person is the beneficial owner of Rivendell One LLC ("Rivendell"), and has sole voting and investment power over the securities held by Rivendell.
- The reporting person is one of the Managers of The Founder's Fund Management, LLC, which is the General Partner of The Founders Fund, LP ("FF"), and may be deemed to share voting and investment power over the securities held by FF. 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 share of the issuer's Series A Convertible Preferred Stock automatically converted into 1 share of the issuer's Class B Common Stock on May 22, 2012 in connection with the closing of the issuer's sale of its Class A Common Stock in its firm commitment initial public offering pursuant to a registration statement on Form S-1 (File No. 333-179287) under the Securities Act of 1933, as amended, and had no expiration 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.
- The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.
- Each share of the issuer's Series C Convertible Preferred Stock automatically converted into 1.004909 shares of the issuer's Class B Common Stock on May 22, 2012 in connection with the closing of the issuer's sale of its Class A Common Stock in its firm commitment initial public offering pursuant to a registration statement on Form S-1 (File No. 333-179287) under the Securities Act of 1933, as amended, and had no expiration date.
- The shares of Class B Common Stock automatically converted into Class A Common Stock on a 1-for-1 basis in connection with the transfer of such shares.
- The reporting person is one of the Managing Members of The Founder's Fund II Management, LLC ("FF II Management"), which is the General Partner of The Founders Fund II, LP ("FF II"), and may be deemed to share voting and investment power over the securities held by FF 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 is one of the Managing Members of FF II Management, which is the General Partner of The Founders Fund II Principals Fund, LP ("FFPF"), and may be deemed to share voting and investment power over the securities held by FFPF. 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 is one of the Managing Members of FF II Management, which is the General Partner of The Founders Fund II Entrepreneurs Fund, LP ("FFEF"), and may be deemed to share voting and investment power over the securities held by FFEF. 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 is the Manager and a Member of Lembas, LLC ("Lembas"), and has sole voting and investment power over the securities held by Lembas. 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.
Billionaire Hedge Funds
