Filing Details

Accession Number:
0001209191-14-003850
Form Type:
4
Zero Holdings:
No
Publication Time:
2014-01-17 18:59:04
Reporting Period:
2014-01-15
Filing Date:
2014-01-17
Accepted Time:
2014-01-17 18:59:04
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
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Class A Common Stock Acquisiton 2014-01-15 112,500 $0.00 389,436 No 4 C Direct
Class A Common Stock Disposition 2014-01-15 56,291 $57.97 333,145 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 2014-01-15 112,500 $0.00 112,500 $0.00
Class A Common Stock Class B Common Stock Acquisiton 2014-01-15 112,500 $0.00 112,500 $0.00
Class A Common Stock Class B Common Stock Disposition 2014-01-15 112,500 $0.00 112,500 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
900,000 2019-10-25 No 4 M Direct
112,500 No 4 M Direct
0 No 4 C Direct
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Class A Common Stock 318,924 Indirect By The Ebersman Family Trust UA DTD 5/29/02
Class A Common Stock 108,090 Indirect By The Ebersman Family 2012 Irrevocable Trust
Footnotes
  1. Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock in connection with the settlement of the restricted stock units (the "RSUs") listed in Table II.
  2. Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person.
  3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.84 to $58.15 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).
  4. Shares held of record by The Ebersman Family Trust UA DTD 5/29/02, David A. Ebersman and Michelle Ebersman, Trustees.
  5. 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.
  6. Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.
  7. 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.
  8. 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.
  9. The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.