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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Unit (RSU) | (5) | 05/01/2013 | M | 53,865 | (6) | 01/11/2019 | Class B Common Stock (7) | 53,865 | $ 0 | 323,180 | D | ||||
| Class B Common Stock (7) | (7) | 05/01/2013 | M | 53,865 | (7) | (7) | Class A Common Stock | 53,865 | $ 0 | 53,865 | D | ||||
| Class B Common Stock (7) | (7) | 05/01/2013 | F | 28,107 (8) | (7) | (7) | Class A Common Stock | 28,107 | $ 0 | 25,758 | D | ||||
| Class B Common Stock (7) | (7) | 05/01/2013 | C | 25,758 (9) | (7) | (7) | Class A Common Stock | 25,758 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Ullyot Theodore Warren C/O FACEBOOK, INC. 1601 WILLOW ROAD MENLO PARK, CA 94025 |
VP, Gen. Counsel & Secretary | |||
| /s/ Michael Johnson as attorney-in-fact for Theodore W. Ullyot | 05/01/2013 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. |
| (2) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.07 to $27.29 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 (2). |
| (3) | 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 $27.76 per share, which represented the closing price of the issuer's Class A Common Stock on April 30, 2013. |
| (4) | Shares held 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. |
| (5) | Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement. |
| (6) | 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. |
| (7) | 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. |
| (8) | Represents shares of Class B Common Stock that have been withheld by the issuer to satisfy its income tax and withholding and remittance obligations in connection with the net settlement of RSUs and does not represent a sale by the reporting person. |
| (9) | Represents shares of Class B Common Stock that have been converted to Class A Common Stock in connection with the net settlement of RSUs. |