Filing Details

Accession Number:
0001209191-13-013462
Form Type:
4
Zero Holdings:
No
Publication Time:
2013-03-04 17:39:04
Reporting Period:
2013-02-28
Filing Date:
2013-03-04
Accepted Time:
2013-03-04 17:39:04
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
1382582 Warren Theodore Ullyot C/O Facebook, Inc.
1601 Willow Road
Menlo Park CA 94025
Vp, Gen. Counsel & Secretary No Yes 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 2013-02-28 51,270 $26.84 711,903 No 4 S Direct
Class A Common Stock Acquisiton 2013-03-01 25,758 $0.00 737,661 No 4 C Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 S Direct
No 4 C Direct
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Class B Common Stock Restricted Stock Unit (RSU) Disposition 2013-03-01 53,865 $0.00 53,865 $0.00
Class A Common Stock Class B Common Stock Acquisiton 2013-03-01 53,865 $0.00 53,865 $0.00
Class A Common Stock Class B Common Stock Disposition 2013-03-01 28,107 $0.00 28,107 $0.00
Class A Common Stock Class B Common Stock Disposition 2013-03-01 25,758 $0.00 25,758 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
430,905 2019-01-11 No 4 M Direct
53,865 No 4 M Direct
25,758 No 4 F Direct
0 No 4 C Direct
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Class A Common Stock 196,000 Indirect By The Ullyot 2012 Irrevocable Trust
Footnotes
  1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
  2. Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock in connection with the net settlement of restricted stock units (the "RSUs") listed in Table II, based on a price of $27.25 per share, which represented the closing price of the issuer's Class A Common Stock on February 28, 2013.
  3. Shares of record by Theodore W. Ullyot and Jennifer L. Ullyot, Co-Trustees of The Ullyot 2012 Irrevocable Trust, the beneficiaries of which include the reporting person's minor children.
  4. Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.
  5. 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 liquidity event-based vesting condition was satisfied on November 17, 2012. Pursuant to the terms of the RSU award, the service-based vesting condition was satisfied as to 1/5th of the total number of shares on November 1, 2009 and then 1/60th of the total number of shares vest monthly thereafter, subject to continued service through each vesting date.
  6. 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.
  7. Represents shares of Class B Common Stock that have been withheld by the issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the RSUs and does not represent a sale by the reporting person.
  8. Represents shares of Class B Common Stock that have been converted to Class A Common Stock in connection with the net settlement of the RSUs.