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Filing Details

Accession Number:: 0001209191-12-029805
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-05-22 13:00:00
Reporting Period:: 2012-05-22

Filing Date:: 2012-05-22
Accepted Time:: 2012-05-22 17:06:50
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
1219233	C Arthur Patterson	C/O Accel Partners 428 University Avenue Palo Alto CA 94301	No	No	Yes	No
1219234	Theresia Ranzetta Gouw	C/O Accel Partners 428 University Avenue Palo Alto CA 94301	No	No	Yes	No
1224922	Kevin Efrusy	C/O Accel Partners 428 University Avenue Palo Alto CA 94301	No	No	Yes	No
1307855	Accel Ix Lp	C/O Accel Partners 428 University Avenue Palo Alto CA 94301	No	No	Yes	No
1542464	James W. Breyer, Trustee Of The James W. Breyer 2005 Trust, Dated March 25, 2005	C/O Accel Partners 428 University Avenue Palo Alto CA 94301	No	No	Yes	No
1549836	James W. Breyer, Trustee Of The James W. Breyer 2011 Annuity Trust 1, Dated March 10, 2011	C/O Accel Partners 428 University Avenue Palo Alto CA 94301	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	Acquisiton	2012-05-22	10,844,263	$0.00	10,844,263	No	4	C	Indirect	By James W. Breyer as Trustee of James W. Breyer 2005 Trust dated March 25, 2005
Class A Common Stock	Disposition	2012-05-22	3,375,545	$37.58	7,468,718	No	4	S	Indirect	By James W. Breyer as Trustee of James W. Breyer 2005 Trust dated March 25, 2005
Class A Common Stock	Acquisiton	2012-05-22	704,263	$0.00	704,263	No	4	C	Indirect	By James W. Breyer as Trustee of James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011
Class A Common Stock	Acquisiton	2012-05-22	149,527,730	$0.00	149,527,730	No	4	C	Indirect	By Accel IX L.P.
Class A Common Stock	Disposition	2012-05-22	43,216,317	$37.58	106,311,413	No	4	S	Indirect	By Accel IX L.P.
Class A Common Stock	Acquisiton	2012-05-22	15,931,653	$0.00	15,931,653	No	4	C	Indirect	By Accel IX Strategic Partners L.P.
Class A Common Stock	Disposition	2012-05-22	4,604,228	$37.58	11,327,425	No	4	S	Indirect	By Accel IX Strategic Partners L.P.
Class A Common Stock	Acquisiton	2012-05-22	13,939,214	$0.00	13,939,214	No	4	C	Indirect	By Accel Investors 2005 L.L.C.
Class A Common Stock	Disposition	2012-05-22	4,028,678	$37.58	9,910,536	No	4	S	Indirect	By Accel Investors 2005 L.L.C.
Class A Common Stock	Acquisiton	2012-05-22	2,422,564	$0.00	2,422,564	No	4	C	Indirect	By Accel Growth Fund L.P.
Class A Common Stock	Disposition	2012-05-22	2,422,564	$37.58	0	No	4	S	Indirect	By Accel Growth Fund L.P.
Class A Common Stock	Acquisiton	2012-05-22	47,291	$0.00	47,291	No	4	C	Indirect	By Accel Growth Fund Strategic Partners L.P.
Class A Common Stock	Disposition	2012-05-22	47,291	$37.58	0	No	4	S	Indirect	By Accel Growth Fund Strategic Partners L.P.
Class A Common Stock	Acquisiton	2012-05-22	32,278	$0.00	32,278	No	4	C	Indirect	By Accel Growth Fund Investors 2009 L.L.C.
Class A Common Stock	Disposition	2012-05-22	32,278	$37.58	0	No	4	S	Indirect	By Accel Growth Fund Investors 2009 L.L.C.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	By James W. Breyer as Trustee of James W. Breyer 2005 Trust dated March 25, 2005
No	4	S	Indirect	By James W. Breyer as Trustee of James W. Breyer 2005 Trust dated March 25, 2005
No	4	C	Indirect	By James W. Breyer as Trustee of James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011
No	4	C	Indirect	By Accel IX L.P.
No	4	S	Indirect	By Accel IX L.P.
No	4	C	Indirect	By Accel IX Strategic Partners L.P.
No	4	S	Indirect	By Accel IX Strategic Partners L.P.
No	4	C	Indirect	By Accel Investors 2005 L.L.C.
No	4	S	Indirect	By Accel Investors 2005 L.L.C.
No	4	C	Indirect	By Accel Growth Fund L.P.
No	4	S	Indirect	By Accel Growth Fund L.P.
No	4	C	Indirect	By Accel Growth Fund Strategic Partners L.P.
No	4	S	Indirect	By Accel Growth Fund Strategic Partners L.P.
No	4	C	Indirect	By Accel Growth Fund Investors 2009 L.L.C.
No	4	S	Indirect	By Accel Growth Fund Investors 2009 L.L.C.

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class B Common Stock	Series B Convertible Preferred Stock	Disposition	2012-05-22	10,161,282	$0.00	10,211,171	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2012-05-22	10,211,171	$0.00	10,211,171	$0.00
Class B Common Stock	Series C Convertible Preferred Stock	Disposition	2012-05-22	630,000	$0.00	633,092	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2012-05-22	633,092	$0.00	633,092	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2012-05-22	10,844,263	$0.00	108,442,643	$0.00
Class B Common Stock	Series B Convertible Preferred Stock	Disposition	2012-05-22	630,823	$0.00	633,920	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2012-05-22	633,920	$0.00	633,920	$0.00
Class B Common Stock	Series C Convertible Preferred Stock	Disposition	2012-05-22	70,000	$0.00	70,343	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2012-05-22	70,343	$0.00	70,343	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2012-05-22	704,263	$0.00	704,263	$0.00
Class B Common Stock	Series B Convertible Preferred Stock	Disposition	2012-05-22	139,733,902	$0.00	140,419,959	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2012-05-22	140,419,959	$0.00	140,419,959	$0.00
Class B Common Stock	Series C Convertible Preferred Stock	Disposition	2012-05-22	9,063,280	$0.00	9,107,771	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2012-05-22	9,107,771	$0.00	9,107,771	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2012-05-22	149,527,730	$0.00	149,527,730	$0.00
Class B Common Stock	Series B Convertible Preferred Stock	Disposition	2012-05-22	14,888,296	$0.00	14,961,394	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2012-05-22	14,961,394	$0.00	14,961,394	$0.00
Class B Common Stock	Series C Convertible Preferred Stock	Disposition	2012-05-22	965,520	$0.00	970,259	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2012-05-22	970,259	$0.00	970,259	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2012-05-22	15,931,653	$0.00	15,931,653	$0.00
Class B Common Stock	Series B Convertible Preferred Stock	Disposition	2012-05-22	13,026,232	$0.00	13,090,187	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2012-05-22	13,090,187	$0.00	13,090,187	$0.00
Class B Common Stock	Series C Convertible Preferred Stock	Disposition	2012-05-22	844,880	$0.00	849,027	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2012-05-22	849,027	$0.00	849,027	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2012-05-22	13,939,214	$0.00	13,939,214	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2012-05-22	2,422,564	$0.00	2,422,564	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2012-05-22	47,291	$0.00	47,291	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2012-05-22	32,278	$0.00	32,278	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	No	4	C	Indirect
10,350,315	No	4	C	Indirect
0	No	4	C	Indirect
10,983,407	No	4	C	Indirect
139,144	No	4	C	Indirect
0	No	4	C	Indirect
649,381	No	4	C	Indirect
0	No	4	C	Indirect
719,724	No	4	C	Indirect
15,461	No	4	C	Indirect
0	No	4	C	Indirect
140,419,959	No	4	C	Indirect
0	No	4	C	Indirect
149,527,730	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
14,961,394	No	4	C	Indirect
0	No	4	C	Indirect
15,931,653	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
13,090,187	No	4	C	Indirect
0	No	4	C	Indirect
13,939,214	No	4	C	Indirect
0	No	4	C	Indirect
7,527,256	No	4	C	Indirect
146,939	No	4	C	Indirect
100,292	No	4	C	Indirect

Footnotes

James W. Breyer, a Director of the issuer, is trustee of the James W. Breyer 2005 Trust dated March 25, 2005.
James W. Breyer, a Director of the issuer, is Trustee the of James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011.
Accel IX Associates L.L.C. ("A9A"), which is the General Partner of Accel IX L.P. ("Accel IX"), has sole voting and investment power over the securities held by Accel IX. A9A disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, each of Kevin Efrusy, Ping Li, Arthur C. Patterson, Theresia Gouw Ranzetta and James W. Breyer, who is a Director of the issuer, is a Managing Member of A9A and may be deemed to share voting and investment power over the shares held of record by Accel IX. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his or her 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.
A9A, which is the General Partner of Accel IX Strategic Partners L.P. ("Accel SP"), has sole voting and investment power over the securities held by Accel SP. A9A disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, each of Kevin Efrusy, Ping Li, Arthur C. Patterson, Theresia Gouw Ranzetta and James W. Breyer, who is a Director of the issuer, is a Managing Member of A9A and may be deemed to share voting and investment power over the shares held of record by Accel SP. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his or her 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.
Each of Kevin Efrusy, Ping Li, Arthur Patterson, Theresia Gouw Ranzetta and James W. Breyer, who is a Director of the issuer, is a Managing Member of Accel Investors 2005 L.L.C. ("Accel 2005"), and may be deemed to share voting and investment power over the securities held by Accel 2005. Each of such individuals disclaims beneficial ownership over such securities except to the extent of his or her 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.
Accel Growth Fund Associates L.L.C ("AGFA"), which is the General Partner of Accel Growth Fund L.P. ("Accel Growth"), has sole voting and investment power over the securities held by Accel Growth. AGFA disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, each of Kevin Efrusy, Ping Li, Theresia Gouw Ranzetta and James W. Breyer, who is a Director of the issuer, is a managing member of AGFA and may be deemed to share voting and investment power over the shares held of record by Accel Growth. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his or her 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.
AGFA, which is the General Partner of Accel Growth Fund Strategic Partners L.P. ("Accel Growth SP"), has sole voting and investment power over the securities held by Accel Growth SP. AGFA disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, each of Kevin Efrusy, Ping Li, Theresia Gouw Ranzetta and James W. Breyer, who is a Director of the issuer, is a Managing Member of AGFA and may be deemed to share voting and investment power over the shares held of record by Accel Growth SP. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his or her 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.
Each of Kevin Efrusy, Ping Li, Theresia Gouw Ranzetta and James W. Breyer, who is a Director of the issuer, is a Managing Member of Accel Growth Fund Investors 2009 L.L.C. ("Accel Growth 2009"), and may be deemed to share voting and investment power over the securities held by Accel Growth 2009. Each of such individuals disclaims beneficial ownership over such securities except to the extent of his or her 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.
Each share of the issuer's Series B Convertible Preferred Stock automatically converted into 1.00491 shares of the issuer's Class B Common Stock on May 22, 2012 in connection with the closing of the issuer's sale of its Class A Common Stock in its firm commitment initial public offering pursuant to a registration statement on Form S-1 (File No. 333-179287) under the Securities Act of 1933, as amended, and had no expiration 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.
Each share of the issuer's Series C Convertible Preferred Stock automatically converted into 1.004909 shares of the issuer's Class B Common Stock on May 22, 2012 in connection with the closing of the issuer's sale of its Class A Common Stock in its firm commitment initial public offering pursuant to a registration statement on Form S-1 (File No. 333-179287) under the Securities Act of 1933, as amended, and had 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 shares of Class B Common Stock automatically converted into Class A Common Stock on a 1-for-1 basis in connection with the transfer of such shares.