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Filing Details

Accession Number:: 0001209191-13-051472
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-11-08 18:40:00
Reporting Period:: 2013-11-06

Filing Date:: 2013-11-08
Accepted Time:: 2013-11-08 18:40:00
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
1160077	L Marc Andreessen	C/O Andreessen Horowitz 2865 Sand Hill Rd., Ste. 101 Menlo Park CA 94025		Yes	No	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	2013-11-06	178,308	$0.00	178,308	No	4	C	Indirect	By The Andreessen Horowitz Fund I, L.P. as nominee
Class A Common Stock	Disposition	2013-11-06	115,356	$49.22	62,952	No	4	S	Indirect	By The Andreessen Horowitz Fund I, L.P. as nominee
Class A Common Stock	Disposition	2013-11-06	62,952	$50.07	0	No	4	S	Indirect	By The Andreessen Horowitz Fund I, L.P. as nominee
Class A Common Stock	Disposition	2013-11-06	660,982	$49.22	2,910,449	No	4	S	Indirect	By The Andreessen Horowitz Fund II, L.P. as nominee
Class A Common Stock	Disposition	2013-11-06	360,710	$50.07	2,549,739	No	4	S	Indirect	By The Andreessen Horowitz Fund II, L.P. as nominee
Class A Common Stock	Disposition	2013-11-06	1,274,870	$0.00	1,274,869	No	5	J	Indirect	By The Andreessen Horowitz Fund II, L.P. as nominee
Class A Common Stock	Acquisiton	2013-11-06	15,991	$0.00	3,252,493	No	5	J	Indirect	By The Andreessen 1996 Living Trust
Class A Common Stock	Acquisiton	2013-11-06	12,528	$0.00	12,528	No	5	J	Indirect	By AH Equity Partners II, L.L.C.
Class A Common Stock	Disposition	2013-11-06	12,528	$0.00	0	No	5	J	Indirect	By AH Equity Partners II, L.L.C.
Class A Common Stock	Acquisiton	2013-11-06	3,666	$0.00	3,256,159	No	5	J	Indirect	By The Andreessen 1996 Living Trust
Class A Common Stock	Acquisiton	2013-11-06	135	$0.00	135	No	5	J	Indirect	By AH Capital Management, L.L.C.
Class A Common Stock	Disposition	2013-11-06	135	$0.00	0	No	5	J	Indirect	By AH Capital Management, L.L.C.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	By The Andreessen Horowitz Fund I, L.P. as nominee
No	4	S	Indirect	By The Andreessen Horowitz Fund I, L.P. as nominee
No	4	S	Indirect	By The Andreessen Horowitz Fund I, L.P. as nominee
No	4	S	Indirect	By The Andreessen Horowitz Fund II, L.P. as nominee
No	4	S	Indirect	By The Andreessen Horowitz Fund II, L.P. as nominee
No	5	J	Indirect	By The Andreessen Horowitz Fund II, L.P. as nominee
No	5	J	Indirect	By The Andreessen 1996 Living Trust
No	5	J	Indirect	By AH Equity Partners II, L.L.C.
No	5	J	Indirect	By AH Equity Partners II, L.L.C.
No	5	J	Indirect	By The Andreessen 1996 Living Trust
No	5	J	Indirect	By AH Capital Management, L.L.C.
No	5	J	Indirect	By AH Capital Management, L.L.C.

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B Common Stock	Disposition	2013-11-06	178,308	$0.00	178,308	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	C	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	34,084	Indirect	By The Andreessen 1996 Charitable Remainder Unitrust

Footnotes

The reporting person is one of the Managing Members of AH Equity Partners I, L.L.C., which is the General Partner of Andreessen Horowitz Fund I, L.P. as nominee ("AH Fund I"), and may be deemed to share voting and investment power over the securities held by AH Fund I. 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $48.90 to $49.87 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 (2).
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.90 to $50.26 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).
The reporting person is one of the Managing Members of AH Equity Partners II, L.L.C. ("AHEP II"), which is the General Partner of Andreessen Horowitz Fund II, L.P. as nominee ("AH Fund II"), and may be deemed to share voting and investment power over the securities held by AH Fund 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.
Transactions reported on this form represent pro rata distributions, and not a purchase or sale, of securities by AH Fund II to its partners for which it acts as nominee without consideration.
The reporting person and JP Morgan Trust Company, NA are the Trustees of The Andreessen 1996 Living Trust.
The reporting person is one of the Managing Members of AHEP II, and may be deemed to share voting and investment power over the securities held by AHEP 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.
Transactions reported on this form represent pro rata distributions, and not a purchase or sale, of securities by AHEP II to its members and assignees without consideration.
The reporting person is one of the Managing Members of AH Capital Management, L.L.C. ("AHCM"), and may be deemed to share voting and investment power over the securities held by AHCM. 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.
Transactions reported on this form represent pro rata distributions, and not a purchase or sale, of securities by AHCM to its members and assignees without consideration.
The reporting person and JP Morgan Trust Company, NA are the Trustees of The Andreessen 1996 Charitable Remainder Unitrust. 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 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.