4//SEC Filing
Facebook Inc 4
Accession 0001181431-12-032595
$METACIK 0001326801operating
Filed
May 23, 8:00 PM ET
Accepted
May 24, 8:46 PM ET
Size
25.7 KB
Accession
0001181431-12-032595
Insider Transaction Report
Form 4
DST USA Ltd
10% Owner
Transactions
- Conversion
Series A Preferred Stock
2012-05-22−3,630,428→ 0 total→ Class B Common Stock (3,630,428 underlying) - Conversion
Class A Common Stock
2012-05-22+5,875,646→ 9,821,228 total - Conversion
Class B Common Stock
2012-05-22+3,630,428→ 17,120,567 total→ Class A Common Stock (3,630,428 underlying) - Conversion
Series E Preferred Stock
2012-05-22−7,169,880→ 0 total→ Class B Common Stock (7,169,880 underlying) - Sale
Class A Common Stock
2012-05-22$37.58/sh−9,821,228$369,101,391→ 0 total - Conversion
Class B Common Stock
2012-05-22+7,169,880→ 24,290,447 total→ Class A Common Stock (7,169,880 underlying) - Conversion
Class B Common Stock
2012-05-22−5,875,646→ 18,414,801 total→ Class A Common Stock (5,875,646 underlying)
United Venture Ltd
10% Owner
Transactions
- Conversion
Series E Preferred Stock
2012-05-22−7,169,880→ 0 total→ Class B Common Stock (7,169,880 underlying) - Conversion
Class B Common Stock
2012-05-22−5,875,646→ 18,414,801 total→ Class A Common Stock (5,875,646 underlying) - Conversion
Class A Common Stock
2012-05-22+5,875,646→ 9,821,228 total - Conversion
Series A Preferred Stock
2012-05-22−3,630,428→ 0 total→ Class B Common Stock (3,630,428 underlying) - Conversion
Class B Common Stock
2012-05-22+7,169,880→ 24,290,447 total→ Class A Common Stock (7,169,880 underlying) - Sale
Class A Common Stock
2012-05-22$37.58/sh−9,821,228$369,101,391→ 0 total - Conversion
Class B Common Stock
2012-05-22+3,630,428→ 17,120,567 total→ Class A Common Stock (3,630,428 underlying)
Orland Properties Ltd
10% Owner
Transactions
- Conversion
Class A Common Stock
2012-05-22+5,875,646→ 9,821,228 total - Conversion
Series E Preferred Stock
2012-05-22−7,169,880→ 0 total→ Class B Common Stock (7,169,880 underlying) - Conversion
Series A Preferred Stock
2012-05-22−3,630,428→ 0 total→ Class B Common Stock (3,630,428 underlying) - Conversion
Class B Common Stock
2012-05-22−5,875,646→ 18,414,801 total→ Class A Common Stock (5,875,646 underlying) - Conversion
Class B Common Stock
2012-05-22+3,630,428→ 17,120,567 total→ Class A Common Stock (3,630,428 underlying) - Sale
Class A Common Stock
2012-05-22$37.58/sh−9,821,228$369,101,391→ 0 total - Conversion
Class B Common Stock
2012-05-22+7,169,880→ 24,290,447 total→ Class A Common Stock (7,169,880 underlying)
Transactions
- Sale
Class A Common Stock
2012-05-22$37.58/sh−9,821,228$369,101,391→ 0 total - Conversion
Class B Common Stock
2012-05-22+7,169,880→ 24,290,447 total→ Class A Common Stock (7,169,880 underlying) - Conversion
Class A Common Stock
2012-05-22+5,875,646→ 9,821,228 total - Conversion
Series A Preferred Stock
2012-05-22−3,630,428→ 0 total→ Class B Common Stock (3,630,428 underlying) - Conversion
Class B Common Stock
2012-05-22+3,630,428→ 17,120,567 total→ Class A Common Stock (3,630,428 underlying) - Conversion
Series E Preferred Stock
2012-05-22−7,169,880→ 0 total→ Class B Common Stock (7,169,880 underlying) - Conversion
Class B Common Stock
2012-05-22−5,875,646→ 18,414,801 total→ Class A Common Stock (5,875,646 underlying)
DST Holdings Ltd
10% Owner
Transactions
- Conversion
Class A Common Stock
2012-05-22+5,875,646→ 9,821,228 total - Conversion
Series A Preferred Stock
2012-05-22−3,630,428→ 0 total→ Class B Common Stock (3,630,428 underlying) - Conversion
Class B Common Stock
2012-05-22+3,630,428→ 17,120,567 total→ Class A Common Stock (3,630,428 underlying) - Conversion
Series E Preferred Stock
2012-05-22−7,169,880→ 0 total→ Class B Common Stock (7,169,880 underlying) - Conversion
Class B Common Stock
2012-05-22−5,875,646→ 18,414,801 total→ Class A Common Stock (5,875,646 underlying) - Sale
Class A Common Stock
2012-05-22$37.58/sh−9,821,228$369,101,391→ 0 total - Conversion
Class B Common Stock
2012-05-22+7,169,880→ 24,290,447 total→ Class A Common Stock (7,169,880 underlying)
Footnotes (4)
- [F1]Each share of Class A Common Stock was issued upon conversion of one share of Class B Common Stock.
- [F2]The Series A Preferred Stock and Series E Preferred Stock automatically converted into shares of Class B Common Stock on a 1-for-1 basis in connection with consummation of the initial public offering. 5,875,646 shares of Class B Common Stock were converted on a 1-for-1 basis into shares of Class A Common Stock in connection with the sale of such shares in the initial public offering. The Class B Common Stock is convertible on a 1-for-1 basis into shares of Class A Common stock (i) at any time at the option of the holder, and (ii) mandatorily upon the occurrence of specified events.
- [F3]These shares are owned directly by DST USA Limited, whose majority ordinary shareholder is DST Holdings Limited, whose majority ordinary shareholder is United Venture Limited, a wholly-owned subsidiary of Orland Properties Limited, which is controlled by The Yury Milner Trust. Each reporting person other than DST USA Limited and The Yury Milner Trust may be deemed to have an indirect pecuniary interest in the shares but disclaims beneficial ownership.
- [F4]No expiration date.
Issuer
Facebook Inc
CIK 0001326801
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001326801
Filing Metadata
- Form type
- 4
- Filed
- May 23, 8:00 PM ET
- Accepted
- May 24, 8:46 PM ET
- Size
- 25.7 KB