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
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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 ACCEL PARTNERS, 428 UNIVERSITY AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
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PALO ALTO, CA 94301 |
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 | C | 10844263 | A | $0.00 | 10844263 | I | By James W. Breyer as Trustee of James W. Breyer 2005 Trust dated March 25, 2005 (1) | ||
Class A Common Stock | 5/22/2012 | S | 3375545 | D | $37.58 | 7468718 | I | By James W. Breyer as Trustee of James W. Breyer 2005 Trust dated March 25, 2005 (1) | ||
Class A Common Stock | 5/22/2012 | C | 704263 | A | $0.00 | 704263 | I | By James W. Breyer as Trustee of James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011 (2) | ||
Class A Common Stock | 5/22/2012 | C | 149527730 | A | $0.00 | 149527730 | I | By Accel IX L.P. (3) | ||
Class A Common Stock | 5/22/2012 | S | 43216317 | D | $37.58 | 106311413 | I | By Accel IX L.P. (3) | ||
Class A Common Stock | 5/22/2012 | C | 15931653 | A | $0.00 | 15931653 | I | By Accel IX Strategic Partners L.P. (4) | ||
Class A Common Stock | 5/22/2012 | S | 4604228 | D | $37.58 | 11327425 | I | By Accel IX Strategic Partners L.P. (4) | ||
Class A Common Stock | 5/22/2012 | C | 13939214 | A | $0.00 | 13939214 | I | By Accel Investors 2005 L.L.C. (5) | ||
Class A Common Stock | 5/22/2012 | S | 4028678 | D | $37.58 | 9910536 | I | By Accel Investors 2005 L.L.C. (5) | ||
Class A Common Stock | 5/22/2012 | C | 2422564 | A | $0.00 | 2422564 | I | By Accel Growth Fund L.P. (6) | ||
Class A Common Stock | 5/22/2012 | S | 2422564 | D | $37.58 | 0 | I | By Accel Growth Fund L.P. (6) | ||
Class A Common Stock | 5/22/2012 | C | 47291 | A | $0.00 | 47291 | I | By Accel Growth Fund Strategic Partners L.P. (7) | ||
Class A Common Stock | 5/22/2012 | S | 47291 | D | $37.58 | 0 | I | By Accel Growth Fund Strategic Partners L.P. (7) | ||
Class A Common Stock | 5/22/2012 | C | 32278 | A | $0.00 | 32278 | I | By Accel Growth Fund Investors 2009 L.L.C. (8) | ||
Class A Common Stock | 5/22/2012 | S | 32278 | D | $37.58 | 0 | I | By Accel Growth Fund Investors 2009 L.L.C. (8) |
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 | ||||||||
Series B Convertible Preferred Stock (9) | (9) | 5/22/2012 | C | 10161282 | (9) | (9) | Class B Common Stock (10) | 10211171 | $0.00 | 0 | I | By James W. Breyer as Trustee of James W. Breyer 2005 Trust dated March 25, 2005 (1) | |||
Class B Common Stock (10) | (10) | 5/22/2012 | C | 10211171 | (10) | (10) | Class A Common Stock | 10211171 | $0.00 | 10350315 | I | By James W. Breyer as Trustee of James W. Breyer 2005 Trust dated March 25, 2005 (1) | |||
Series C Convertible Preferred Stock (11) | (11) | 5/22/2012 | C | 630000 | (11) | (11) | Class B Common Stock (10) | 633092 | $0.00 | 0 | I | By James W. Breyer as Trustee of James W. Breyer 2005 Trust dated March 25, 2005 (1) | |||
Class B Common Stock (10) | (10) | 5/22/2012 | C | 633092 | (10) | (10) | Class A Common Stock | 633092 | $0.00 | 10983407 | I | By James W. Breyer as Trustee of James W. Breyer 2005 Trust dated March 25, 2005 (1) | |||
Class B Common Stock (10) | (10) | 5/22/2012 | C | 10844263 | (10) | (10) | Class A Common Stock (12) | 108442643 | $0.00 | 139144 | I | By James W. Breyer as Trustee of James W. Breyer 2005 Trust dated March 25, 2005 (1) | |||
Series B Convertible Preferred Stock (9) | (9) | 5/22/2012 | C | 630823 | (9) | (9) | Class B Common Stock (10) | 633920 | $0.00 | 0 | I | By James W. Breyer as Trustee of James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011 (2) | |||
Class B Common Stock (10) | (10) | 5/22/2012 | C | 633920 | (10) | (10) | Class A Common Stock | 633920 | $0.00 | 649381 | I | By James W. Breyer as Trustee of James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011 (2) | |||
Series C Convertible Preferred Stock (11) | (11) | 5/22/2012 | C | 70000 | (11) | (11) | Class B Common Stock (10) | 70343 | $0.00 | 0 | I | By James W. Breyer as Trustee of James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011 (2) | |||
Class B Common Stock (10) | (10) | 5/22/2012 | C | 70343 | (10) | (10) | Class A Common Stock | 70343 | $0.00 | 719724 | I | By James W. Breyer as Trustee of James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011 (2) | |||
Class B Common Stock (10) | (10) | 5/22/2012 | C | 704263 | (10) | (10) | Class A Common Stock (12) | 704263 | $0.00 | 15461 | I | By James W. Breyer as Trustee of James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011 (2) | |||
Series B Convertible Preferred Stock (9) | (9) | 5/22/2012 | C | 139733902 | (9) | (9) | Class B Common Stock (10) | 140419959 | $0.00 | 0 | I | By Accel IX L.P. (3) | |||
Class B Common Stock (10) | (10) | 5/22/2012 | C | 140419959 | (10) | (10) | Class A Common Stock | 140419959 | $0.00 | 140419959 | I | By Accel IX L.P. (3) | |||
Series C Convertible Preferred Stock (11) | (11) | 5/22/2012 | C | 9063280 | (11) | (11) | Class B Common Stock (10) | 9107771 | $0.00 | 0 | I | By Accel IX L.P. (3) | |||
Class B Common Stock (10) | (10) | 5/22/2012 | C | 9107771 | (10) | (10) | Class A Common Stock | 9107771 | $0.00 | 149527730 | I | By Accel IX L.P. (3) | |||
Class B Common Stock (10) | (10) | 5/22/2012 | C | 149527730 | (10) | (10) | Class A Common Stock (12) | 149527730 | $0.00 | 0 | I | By Accel IX L.P. (3) | |||
Series B Convertible Preferred Stock (9) | (9) | 5/22/2012 | C | 14888296 | (9) | (9) | Class B Common Stock (10) | 14961394 | $0.00 | 0 | I | By Accel IX Strategic Partners L.P. (4) | |||
Class B Common Stock (10) | (10) | 5/22/2012 | C | 14961394 | (10) | (10) | Class A Common Stock | 14961394 | $0.00 | 14961394 | I | By Accel IX Strategic Partners L.P. (4) | |||
Series C Convertible Preferred Stock (11) | (11) | 5/22/2012 | C | 965520 | (11) | (11) | Class B Common Stock (10) | 970259 | $0.00 | 0 | I | By Accel IX Strategic Partners L.P. (4) | |||
Class B Common Stock (10) | (10) | 5/22/2012 | C | 970259 | (10) | (10) | Class A Common Stock | 970259 | $0.00 | 15931653 | I | By Accel IX Strategic Partners L.P. (4) | |||
Class B Common Stock (10) | (10) | 5/22/2012 | C | 15931653 | (10) | (10) | Class A Common Stock (12) | 15931653 | $0.00 | 0 | I | By Accel IX Strategic Partners L.P. (4) | |||
Series B Convertible Preferred Stock (9) | (9) | 5/22/2012 | C | 13026232 | (9) | (9) | Class B Common Stock (10) | 13090187 | $0.00 | 0 | I | By Accel Investors 2005 L.L.C. (5) | |||
Class B Common Stock (10) | (10) | 5/22/2012 | C | 13090187 | (10) | (10) | Class A Common Stock | 13090187 | $0.00 | 13090187 | I | By Accel Investors 2005 L.L.C. (5) | |||
Series C Convertible Preferred Stock (11) | (11) | 5/22/2012 | C | 844880 | (11) | (11) | Class B Common Stock (10) | 849027 | $0.00 | 0 | I | By Accel Investors 2005 L.L.C. (5) | |||
Class B Common Stock (10) | (10) | 5/22/2012 | C | 849027 | (10) | (10) | Class A Common Stock | 849027 | $0.00 | 13939214 | I | By Accel Investors 2005 L.L.C. (5) | |||
Class B Common Stock (10) | (10) | 5/22/2012 | C | 13939214 | (10) | (10) | Class A Common Stock (12) | 13939214 | $0.00 | 0 | I | By Accel Investors 2005 L.L.C. (5) | |||
Class B Common Stock (10) | (10) | 5/22/2012 | C | 2422564 | (10) | (10) | Class A Common Stock (13) | 2422564 | $0.00 | 7527256 | I | By Accel Growth Fund L.P. (6) | |||
Class B Common Stock (10) | (10) | 5/22/2012 | C | 47291 | (10) | (10) | Class A Common Stock (13) | 47291 | $0.00 | 146939 | I | By Accel Growth Fund Strategic Partners L.P. (7) | |||
Class B Common Stock (10) | (10) | 5/22/2012 | C | 32278 | (10) | (10) | Class A Common Stock (13) | 32278 | $0.00 | 100292 | I | By Accel Growth Fund Investors 2009 L.L.C. (8) |
Remarks:
This report is the same as the Form 4 filed by Accel IX L.P. of identical date and together comprise a single Form 4. Combined the reports report the holdings for the following reporting persons: Accel Growth Fund Investors 2009 L.L.C., Accel Growth Fund Associates L.L.C., Accel Growth Fund L.P., Accel Growth Fund Strategic Partners L.P., Accel IX Associates L.L.C., Accel IX L.P., Accel IX Strategic Partners L.P., Accel Investors 2005 L.L.C., James W. Breyer, Trustee of James W. Breyer 2005 Trust dated March 25, 2005, James W. Breyer, Trustee, James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011, James W. Breyer, Ping Li, Kevin J. Efrusy, Theresia Gouw Ranzetta and Arthur C. Patterson. |
Signatures
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Tracy L. Sedlock as attorney-in-fact for James W. Breyer as a Managing Member of Accel IX Associates L.L.C., the General Partner of Accel IX L.P. | 5/22/2012 | |
** Signature of Reporting Person |
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Tracy L. Sedlock as attorney-in-fact for James W. Breyer as a Managing Member of Accel Growth Fund Associates L.L.C. | 5/22/2012 | |
** Signature of Reporting Person |
Date
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Tracy L. Sedlock as attorney-in-fact for James W. Breyer as a Managing Member of Accel Growth Fund Investors 2009 L.L.C. | 5/22/2012 | |
** Signature of Reporting Person |
Date
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Tracy L. Sedlock as attorney-in-fact for James W. Breyer as a Managing Member of Accel Growth Fund Associates L.L.C., the General Partner of Accel Growth Fund L.P. | 5/22/2012 | |
** Signature of Reporting Person |
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Tracy L. Sedlock as attorney-in-fact for James W. Breyer as a Managing Member of Accel Growth Fund Associates L.L.C., the General Partner of Accel Growth Fund Strategic Partners L.P. | 5/22/2012 | |
** Signature of Reporting Person |
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Tracy L. Sedlock as attorney-in-fact for James W. Breyer as a Managing Member of Accel Investors 2005 L.L.C. | 5/22/2012 | |
** Signature of Reporting Person |
Date
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Tracy L. Sedlock as attorney-in-fact for James W. Breyer as a Managing Member of Accel IX Associates L.L.C. | 5/22/2012 | |
** Signature of Reporting Person |
Date
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Tracy L. Sedlock as attorney-in-fact for James W. Breyer as a Managing Member of Accel IX Associates L.L.C., the General Partner of Accel IX Strategic Partners L.P. | 5/22/2012 | |
** Signature of Reporting Person |
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Tracy L. Sedlock as attorney-in-fact for James W. Breyer | 5/22/2012 | |
** Signature of Reporting Person |
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Tracy L. Sedlock as attorney-in-fact for Ping Li | 5/22/2012 | |
** 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. |