FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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OMB APPROVAL
OMB Number: 3235-0287 Estimated average burden hours per response... 0.5 |
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1. Name and Address of Reporting Person
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2. Issuer Name
and
Ticker or Trading Symbol
Facebook Inc [ FB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __ X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) |
C/O TULLOCH & CO., 4 HILL STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
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LONDON, X0 W1J 5NE |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person _ X _ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
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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 | ||||||
Class A Common Stock | 5/22/2012 | S | 2085289 | D | $37.582 | 3909914 | D (1) | |||
Class A Common Stock | 5/22/2012 | S | 17750421 | D | $37.582 | 30372774 | I | See Footnote (2) |
Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) |
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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 |
Remarks:
Due to a management agreement with DST USA II Limited, DST Global Advisers Limited was deemed to have beneficial ownership of shares held directly and reported by DST USA II Limited, including shares sold on May 22, 2012, but DST Global Advisers Limited had no pecuniary interest in such shares. The management agreement was terminated on May 22, 2012 following consummation of the Issuer's initial public offering, and DST Global Advisers Limited now has no beneficial ownership or pecuniary interest in such shares. Exhibit List: Exhibit 99 - Joint Filer Information |
Signatures
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/s/ DST Global II, L.P., By: DST Managers Limited, its general partner By: /s/ Alastair Tulloch, Secretary | 5/24/2012 | |
** Signature of Reporting Person |
Date
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/s/ DST Managers Limited, By: /s/ Alastair Tulloch, Secretary | 5/24/2012 | |
** Signature of Reporting Person |
Date
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/s/ DST Global Advisors Limited, By: /s/ Alastair Tulloch, Secretary | 5/24/2012 | |
** Signature of Reporting Person |
Date
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/s/ Cardew Services Limited, By: /s/ Alastair Tulloch, Secretary | 5/24/2012 | |
** Signature of Reporting Person |
Date
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/s/ Orland Properties Limited, By: /s/ Alastair Tulloch, Secretary | 5/24/2012 | |
** Signature of Reporting Person |
Date
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/s/ The Yury Milner Trust, By: /s/ Alastair, Tulloch, Trustee | 5/24/2012 | |
** Signature of Reporting Person |
Date
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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. |
Exhibit 99Form 4 Joint Filer Information Names: DST Global II, L.P. DST Managers Limited DST Global Advisors Limited Cardew Services Limited Orland Properties Limited Address: c/o Tulloch & Co. 4 Hill Street London W1J 5NE United Kingdom Designated Filer: DST Global II, L.P, Issuer & Ticker Symbol: Facebook, Inc, (FB) Date of Event Requiring Statement: 5/22/12 Signature: /s/ Alastair Tulloch -------------------- Secretary Name: The Yury Milner Trust Address: c/o Tulloch & Co. 4 Hill Street London W1J 5NE United Kingdom Designated Filer: DST Global II, L.P. Issuer & Ticker Symbol: Facebook, Inc, (FB) Date of Event Requiring Statement: 5/22/12 Signature: /s/ Alastair Tulloch -------------------- Trustee