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Filing Details

Accession Number:: 0001209191-14-035352
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-05-19 20:29:49
Reporting Period:: 2014-05-15

Filing Date:: 2014-05-19
Accepted Time:: 2014-05-19 20:29:49
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
1214123	A David Ebersman	C/O Facebook, Inc. 1601 Willow Road Menlo Park CA 94025	Chief Financial 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	2014-05-15	112,500	$0.00	410,145	No	4	C	Direct
Class A Common Stock	Disposition	2014-05-15	50,600	$58.33	359,545	No	4	S	Direct
Class A Common Stock	Disposition	2014-05-15	8,115	$59.11	351,430	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

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 Units (RSU)	Disposition	2014-05-15	112,500	$0.00	112,500	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2014-05-15	112,500	$0.00	112,500	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2014-05-15	112,500	$0.00	112,500	$0.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
450,000	2019-10-25	No	4	M	Direct
112,500		No	4	M	Direct
0		No	4	C	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	318,924	Indirect	By The Ebersman Family Trust UA DTD 5/29/02
Class A Common Stock	108,090	Indirect	By The Ebersman Family 2012 Irrevocable Trust

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 $57.90 to $58.89 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 $58.91 to $59.26 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).
Shares held of record by The Ebersman Family Trust UA DTD 5/29/02, David A. Ebersman and Michelle Ebersman, Trustees.
Shares held of record by The Ebersman Family 2012 Irrevocable Trust, David A. Ebersman and Michelle Ebersman, Trustees, the beneficiaries of which include the reporting person's minor children.
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 liquidity event-based vesting condition was satisfied on November 17, 2012. The service-based vesting condition was satisfied as to 1/5th of the total number of shares on September 15, 2010 and then 1/60th of the total number of shares vest monthly thereafter, 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.