Filing Details

Accession Number:
0001209191-13-006684
Form Type:
4
Zero Holdings:
No
Publication Time:
2013-02-05 20:35:11
Reporting Period:
2013-02-01
Filing Date:
2013-02-05
Accepted Time:
2013-02-05 20:35:11
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
1194696 James Breyer C/O Accel Partners
428 University Avenue
Palo Alto CA 94301
Yes No 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 Disposition 2013-02-01 101,722 $0.00 0 No 4 J Indirect By Accel Meritech Associates III L.L.C.
Class A Common Stock Disposition 2013-02-01 56,518 $0.00 0 No 4 J Indirect By Accel Meritech Investors III L.L.C.
Class A Common Stock Acquisiton 2013-02-01 20,425 $0.00 10,984,169 No 4 J Indirect By James W. Breyer as Trustee of the James W. Breyer 2005 Trust dated March 25, 2005
Class A Common Stock Disposition 2013-02-01 1,007,957 $30.16 9,976,212 No 4 S Indirect By James W. Breyer as Trustee of the James W. Breyer 2005 Trust dated March 25, 2005
Class A Common Stock Disposition 2013-02-01 95,726 $30.83 9,880,486 No 4 S Indirect By James W. Breyer as Trustee of the James W. Breyer 2005 Trust dated March 25, 2005
Class A Common Stock Disposition 2013-02-01 82,165 $30.16 622,098 No 4 S Indirect By James W. Breyer as Trustee of the James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011
Class A Common Stock Disposition 2013-02-01 7,801 $30.83 614,297 No 4 S Indirect By James W. Breyer as Trustee of the James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011
Class A Common Stock Disposition 2013-02-04 1,275,820 $28.60 8,604,666 No 4 S Indirect By James W. Breyer as Trustee of the James W. Breyer 2005 Trust dated March 25, 2005
Class A Common Stock Disposition 2013-02-04 52,309 $29.11 8,552,357 No 4 S Indirect By James W. Breyer as Trustee of the James W. Breyer 2005 Trust dated March 25, 2005
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 J Indirect By Accel Meritech Associates III L.L.C.
No 4 J Indirect By Accel Meritech Investors III L.L.C.
No 4 J Indirect By James W. Breyer as Trustee of the James W. Breyer 2005 Trust dated March 25, 2005
No 4 S Indirect By James W. Breyer as Trustee of the James W. Breyer 2005 Trust dated March 25, 2005
No 4 S Indirect By James W. Breyer as Trustee of the James W. Breyer 2005 Trust dated March 25, 2005
No 4 S Indirect By James W. Breyer as Trustee of the James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011
No 4 S Indirect By James W. Breyer as Trustee of the James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011
No 4 S Indirect By James W. Breyer as Trustee of the James W. Breyer 2005 Trust dated March 25, 2005
No 4 S Indirect By James W. Breyer as Trustee of the James W. Breyer 2005 Trust dated March 25, 2005
Reported Derivative Holdings
Sec. Name Sec. Type Price Date Expiration Date Amount Remaning Holdings Nature of Ownership
Class A Common Class B Common Stock $0.00 139,144 139,144 Indirect
Class A Common Class B Common Stock $0.00 15,461 15,461 Indirect
Expiration Date Amount Remaning Holdings Nature of Ownership
139,144 139,144 Indirect
15,461 15,461 Indirect
Footnotes
  1. Transactions reported on this form represent pro rata distributions, and not a purchase or sale, of securities by Accel Meritech Associates III L.L.C. ("AMA III") and Accel Meritech Investors III L.L.C. ("AMI III") to their respective members without consideration.
  2. The reporting person is one of the Managing Members of AMA III, and may be deemed to share voting and investment power over the securities held by AMA III. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and 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.
  3. The reporting person is one of the Managing Members of AMI III, and may be deemed to share voting and investment power over the securities held by AMI III. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and 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.
  4. Shares held of record by James W. Breyer as Trustee of the James W. Breyer 2005 Trust dated March 25, 2005.
  5. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
  6. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.64 to $30.63 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 (6).
  7. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.64 to $31.00 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 (7).
  8. Shares held of record by James W. Breyer as Trustee of the James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011.
  9. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.07 to $29.0611 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 (9).
  10. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.07 to $29.16 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 (10)
  11. 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.