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Filing Details

Accession Number:: 0001209191-14-047476
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-07-16 17:26:38
Reporting Period:: 2014-07-15

Filing Date:: 2014-07-16
Accepted Time:: 2014-07-16 17:26:38
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
1607459	K Christopher Cox	C/O Facebook, Inc. 1601 Willow Road Menlo Park CA 94025	Chief Product 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	Acquisiton	2014-07-15	69,327	$0.00	644,178	No	4	C	Direct
Class A Common Stock	Disposition	2014-07-15	36,182	$66.94	607,996	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

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class B Common Stock	Restricted Stock Unit (RSU)	Disposition	2014-07-15	9,375	$0.00	9,375	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2014-07-15	9,375	$0.00	9,375	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2014-07-15	9,375	$0.00	9,375	$0.00
Class B Common Stock	Restricted Stock Unit (RSU)	Disposition	2014-07-15	59,952	$0.00	59,952	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2014-07-15	59,952	$0.00	59,952	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2014-07-15	59,952	$0.00	59,952	$0.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2019-08-25	No	4	M	Direct
9,375		No	4	M	Direct
0		No	4	C	Direct
899,281	2021-03-24	No	4	M	Direct
59,952		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	144,224	Indirect	By the Christopher K. Cox Revocable Trust
Class A Common Stock	29,216	Indirect	By the Christopher K. Cox 2009 Annuity Trust

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 settlement of the restricted stock units (the "RSUs") in Table II.
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.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.8383 to $67.0229 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).
Shares held of record by Christopher Cox, Trustee of the Christopher K. Cox Revocable Trust.
Shares held of record by Christopher Cox, Trustee of the Christopher K. Cox 2009 Annuity Trust.
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 condition and (b) a service-based condition, both of which conditions must be satisfied in order for the RSUs to vest. The liquidity event-based condition was satisfied on November 17, 2012. The service-based condition was satisfied as to 1/5th of the total number of shares on July 15, 2010 and then, an additional 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.
The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.
The RSUs vest as to 1/16th of the total shares quarterly, beginning on July 15, 2014, subject to continued service through each vesting date.