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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) | (4) | 02/15/2015 | M | 117,945 | (5) | 05/19/2020 | Class B Common Stock (6) | 117,945 | $ 0 | 117,950 | D | ||||
| Class B Common Stock (6) | (6) | 02/15/2015 | M | 117,945 | (6) | (6) | Class A Common Stock | 117,945 | $ 0 | 117,950 | D | ||||
| Class B Common Stock (6) | (6) | 02/15/2015 | C | 117,945 (7) | (6) | (6) | Class A Common Stock | 117,945 | $ 0 | 0 | D | ||||
| Restricted Stock Unit (RSU) | (4) | 02/15/2015 | M | 18,788 | (8) | 05/02/2022 | Class B Common Stock (6) | 18,788 | $ 0 | 281,834 | D | ||||
| Class B Common Stock (6) | (6) | 02/15/2015 | M | 18,788 | (6) | (6) | Class A Common Stock | 18,788 | $ 0 | 18,788 | D | ||||
| Class B Common Stock (6) | (6) | 02/15/2015 | C | 18,788 (7) | (6) | (6) | Class A Common Stock | 18,788 | $ 0 | 0 | D | ||||
| Restricted Stock Units (RSU) | (9) | 02/15/2015 | M | 15,034 | (10) | 05/05/2023 | Class A Common Stock | 15,034 | $ 0 | 225,516 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| FISCHER DAVID B. C/O FACEBOOK, INC. 1601 WILLOW ROAD MENLO PARK, CA 94025 |
VP Marketing & Bus. Part. | |||
| /s/ Michael Johnson as attorney-in-fact for David Fischer | 02/18/2015 | |
| **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) | 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 ("RSUs") listed in Table II. |
| (2) | 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. |
| (3) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.79 to $76.62 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). |
| (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. The service-based vesting condition was satisfied as to 1/5th of the total number of shares on May 15, 2011 and then 1/20th of the total number of shares vest quarterly 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) | The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis. |
| (8) | The RSUs vest as to 1/16th of the total shares quarterly, beginning on February 15, 2015, subject to continued service through each vesting date. |
| (9) | Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement. |
| (10) | The RSUs vest as to 1/16th of the total shares quarterly, beginning on November 15, 2014, subject to continued service through each vesting date. |