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Filing Details

Accession Number:: 0001209191-14-053550
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-08-19 19:01:28
Reporting Period:: 2014-08-15

Filing Date:: 2014-08-19
Accepted Time:: 2014-08-19 19:01:28
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
1509441	Todd Michael Schroepfer	C/O Facebook, Inc. 1601 Willow Road Menlo Park CA 94025	Chief Technology 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
Class A Common Stock	Acquisiton	2014-08-15	86,585	$0.00	315,582	No	4	C	Direct
Class A Common Stock	Disposition	2014-08-15	36,581	$73.54	279,001	No	4	S	Direct
Class A Common Stock	Disposition	2014-08-15	8,600	$74.26	270,401	No	4	S	Direct
Class A Common Stock	Acquisiton	2014-08-19	85,000	$0.00	355,401	No	4	C	Direct
Class A Common Stock	Disposition	2014-08-19	20,000	$74.83	335,401	No	4	S	Direct
Class A Common Stock	Disposition	2014-08-19	65,000	$74.94	270,401	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	C	Direct
No	4	S	Direct
No	4	S	Direct
No	4	C	Direct
No	4	S	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	2014-08-15	86,585	$0.00	86,585	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2014-08-15	86,585	$0.00	86,585	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2014-08-15	86,585	$0.00	86,585	$0.00
Class B Common Stock	Stock Option (Right to Buy Class B Common Stock)	Disposition	2014-08-19	85,000	$0.00	85,000	$1.85
Class A Common Stock	Class B Common Stock	Acquisiton	2014-08-19	85,000	$0.00	85,000	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2014-08-19	85,000	$0.00	85,000	$0.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
1,298,770	2020-08-25	No	4	M	Direct
86,585		No	4	M	Direct
0		No	4	C	Direct
1,227,805	2019-01-11	No	4	M	Direct
85,000		No	4	M	Direct
0		No	4	C	Direct

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Class B Common Stock	Stock Option (Right to Buy Class B Common Stock)	$1.85		2019-01-11	63,940	63,940	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2019-01-11	63,940	63,940	Indirect

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") listed 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 $73.0933 to $74.09 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.0938 to $74.40 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 (4).
Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock in connection with the exercise of vested stock options.
The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
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 vesting condition and (b) a service-based vesting condition, both of which conditions must be satisfied in order for the RSUs to vest. The issuer's IPO was declared effective on May 17, 2012; no RSUs will vest until the date that is six months after the IPO, at which time the liquidity event-based vesting condition will have been satisfied. The service-based vesting condition will be satisfied as to 1/16th of the total number of shares on August 15, 2014, after which 1/16th of the total number of shares vest quarterly, 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 option was 100% vested on August 13, 2013. In connection with certain estate planning transfers, options to purchase an aggregate of 736,060 vested shares are held by Michael Schroepfer and Erin Hoffmann, Co-Trustees of the HS Trust u/a/d 9/28/11.
The option was 100% vested on August 13, 2013.
Shares held of record by Michael T. Schroepfer and Erin Hoffmann, Co-Trustees of The Clover Irrevocable Nonexempt Trust u/a/d 6/27/11.