Filing Details

Accession Number:
0001209191-12-029804
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 17:05:02
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 Yes No
1307855 Accel Ix Lp C/O Accel Partners
428 University Avenue
Palo Alto CA 94301
No No Yes No
1315534 Accel Ix Strategic Partners Lp C/O Accel Partners
428 University Avenue
Palo Alto CA 94301
No No Yes No
1375802 Ping Li C/O Accel Partners
428 University Avenue
Palo Alto CA 94301
No No Yes No
1376777 L.l.c. Associates Ix Accel C/O Accel Partners
428 University Avenue
Palo Alto CA 94301
No No Yes No
1376782 L.l.c. 2005 Investors Accel C/O Accel Partners
428 University Avenue
Palo Alto CA 94301
No No Yes No
1451727 L.p. Fund Growth Accel C/O Accel Partners
428 University Avenue
Palo Alto CA 94301
No No Yes No
1459726 L.p. Partners Strategic Fund Growth Accel C/O Accel Partners
428 University Avenue
Palo Alto CA 94301
No No Yes No
1494983 L.l.c. Associates Fund Growth Accel C/O Accel Partners
428 University Avenue
Palo Alto CA 94301
No No Yes No
1494985 L.l.c. 2009 Investors Fund Growth Accel C/O Accel Partners
428 University Avenue
Palo Alto CA 94301
No No Yes 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 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
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 Exercise Date Expiration Date 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
  1. James W. Breyer, a Director of the issuer, is trustee of the James W. Breyer 2005 Trust dated March 25, 2005.
  2. James W. Breyer, a Director of the issuer, is Trustee the of James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011.
  3. 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.
  4. 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.
  5. 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.
  6. 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.
  7. 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.
  8. 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.
  9. 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.
  10. 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.
  11. 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.
  12. The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.
  13. 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.