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Filing Details

Accession Number:: 0000769993-12-000344
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-05-17 21:42:18
Reporting Period:: 2012-05-17

Filing Date:: 2012-05-17
Accepted Time:: 2012-05-17 21:42:18
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	Director	Officer	Large Shareholder	Other
1420390	Goldman Sachs Investment Partners Gp, Llc	200 West Street New York NY 10282	No	No	Yes	No
1420392	Gs Investment Strategies, Llc	200 West Street New York NY 10282	No	No	Yes	No
1420393	Goldman Sachs Investment Partners Master Fund, L.p.	200 West Street New York NY 10282	No	No	Yes	No
1550044	Fbdc Investors Offshore Holdings, L.p.	200 West Street New York NY 10282	No	No	Yes	No
1550047	Fbdc Advisors Offshore, Inc.	200 West Street New York NY 10282	No	No	Yes	No
1550048	Goldman Sachs Investment Partners Private Opportunities Holdings, L.p.	200 West Street New York NY 10282	No	No	Yes	No
1550049	Goldman Sachs Investment Partners Private Opportunities Holdings Advisors, Inc.	200 West Street New York NY 10282	No	No	Yes	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	2012-05-17	19,081,701	$37.58	32,650,733	No	4	S	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See footnotes

Footnotes

In accordance with the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities beneficially owned by certain operating units (collectively, the "Goldman Sachs Reporting Units") of The Goldman Sachs Group, Inc. and its subsidiaries and affiliates (collectively, "GSG"). This filing does not reflect securities, if any, beneficially owned by any operating units of GSG whose ownership of securities is disaggregated from that of the Goldman Sachs Reporting Units in accordance with the Release.
The Goldman Sachs Reporting Units disclaim beneficial ownership of the securities beneficially owned by (i) any client accounts with respect to which the Goldman Sachs Reporting Units or their employees have voting or investment discretion or both, or with respect to which there are limits on their voting or investment authority or both and (ii) certain investment entities of which the Goldman Sachs Reporting Units act as the general partners, managing general partner or other manager, to the extent interests in such entities are held by persons other than the Goldman Sachs Reporting Units.
This statement is being filed by GS Investment Strategies, LLC ("GSIS"), FBDC Investors Offshore Holdings, L.P. ("FBDC"), FBDC Advisors Offshore, Inc. ("FBDC Advisors"), Goldman Sachs Investment Partners Master Fund, L.P. ("GSIP Master"), Goldman Sachs Investment Partners GP, LLC ("GSIP GP"), Goldman Sachs Investment Partners Private Opportunities Holdings, L.P. ("GSIP Private Opportunities") and Goldman Sachs Investment Partners Private Opportunities Holdings Advisors, Inc. ("GSIP Advisors" and together with GSIS, FBDC, FBDC Advisors, GSIP Master, GSIP GP and GSIP Private Opportunities, the "Reporting Persons").
Pursuant to an underwriting agreement, dated May 17, 2012 (the "Underwriting Agreement"), and in connection with the registered public offering (the "Offering") of shares of Class A common stock, par value $0.000006 (the "Common Stock"), of Facebook, Inc. (the "Company"), FBDC sold 17,750,421 shares of Common Stock. The public offering price in the Offering was $38.00 per share of Common Stock and the underwriting discount was $0.418 per share of Common Stock. Accordingly, FBDC sold an aggregate of 17,750,421 shares of Common Stock and received a price per share of $37.582 (which is net of the underwriting discount) for an aggregate amount of $667,096,322.022. Following such sale, FBDC beneficially owns directly 30,372,774 shares of Common Stock, which may be deemed to be beneficially owned indirectly by FBDC's general partner, FBDC Advisors.
Pursuant to the Underwriting Agreement, and in connection with the Offering, GSIP Master sold 958,522 shares of Common Stock. The public offering price in the offering of Common Stock by the Company was $38.00 per share of Common Stock and the underwriting discount was $0.418 per share of Common Stock. Accordingly, GSIP Master sold an aggregate of 958,522 shares of Common Stock and received a price per share of $37.582 (which is net of the underwriting discount) for an aggregate amount of $36,023,173.804. Following such sale, GSIP Master beneficially owns directly 1,640,130 shares of Common Stock, which may be deemed to be beneficially owned indirectly by GSIP Master's general partner, GSIP GP.
Pursuant to the Underwriting Agreement, and in connection with the Offering, GSIP Private Opportunities sold 372,758 shares of Common Stock. The public offering price in the Offering was $38.00 per share of Common Stock and the underwriting discount was $0.418 per share of Common Stock. Accordingly, GSIP Private Opportunities sold an aggregate of 372,758 shares of Common Stock and received a price per share of $37.582 (which is net of the underwriting discount) for an aggregate amount of $14,008,991.156. Following such sale, GSIP Private Opportunities beneficially owns directly 637,829 shares of Common Stock, which may be deemed to be beneficially owned indirectly by GSIP Private Opportunities' general partner, GSIP Advisors.
GSIS may be deemed to beneficially own, indirectly, in the aggregate, all of the Common Stock owned directly by FBDC, GSIP Master and GSIP Private Opportunities because GSIS is the investment manager of each of FBDC, GSIP Master and GSIP Private Opportunities. In addition, affiliates of GSIS may be deemed to have an indirect pecuniary interest in the shares of Common Stock held by FBDC and GSIP Private Opportunities by virtue of a profits interest based on the investment performance of such shares.
The Reporting Persons disclaim beneficial ownership of all shares of Common Stock in excess of their pecuniary interest, if any, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.