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May 9, 2013

FACEBOOK INC SANDBERG SHERYL FORM 4 5/6/2013 Stock Charts

Filed under: SEC Filing — Tags: , — admin @ 12:00 am



FORM 4

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      


1. Name and Address of Reporting Person *

Sandberg Sheryl

2. Issuer Name and Ticker or Trading Symbol

Facebook Inc [ FB ]

5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Operating Officer

(Last)          (First)          (Middle)

C/O FACEBOOK, INC., 1601 WILLOW ROAD

3. Date of Earliest Transaction (MM/DD/YYYY)

5/6/2013
(Street)

MENLO PARK, CA 94025

(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person



Table I – Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price



Table II – Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit (RSU)     (1) 5/6/2013     A      549828         (2) 5/5/2023   Class A Common Stock   549828   $0.00   549828   D    
Restricted Stock Unit (RSU)     (3)                    (4) 3/24/2021   Class B Common Stock   (5) 1199041     1199041   D    
Restricted Stock Unit (RSU)     (3)                    (6) 5/2/2022   Class B Common Stock   (5) 691085     691085   D    



Explanation of Responses:
( 1)  Each RSU represents a contingent right to receive 1 share of the issuer’s Class A Common Stock upon settlement.
( 2)  The RSUs vest as to 1/16th of the total shares quarterly, beginning on November 15, 2017, subject to continued service through each vesting date.
( 3)  Each RSU represents a contingent right to receive 1 share of the issuer’s Class B Common Stock upon settlement.
( 4)  The RSUs vest as to 1/16th of the total shares quarterly, beginning on January 15, 2014, subject to continued service to the Issuer through each vesting date.
( 5)  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.
( 6)  The RSUs vest as to 1/16th of the total shares quarterly, beginning on February 15, 2014, subject to continued service through each vesting date.



Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Sandberg Sheryl
C/O FACEBOOK, INC.
1601 WILLOW ROAD
MENLO PARK, CA 94025
X Chief Operating Officer



Signatures
/s/ Michael Johnson as attorney-in-fact for Sheryl K. Sandberg 5/9/2013
** Signature of Reporting Person Date



Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.

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