4//SEC Filing
Ullyot Theodore Warren 4
Accession 0001209191-13-023430
CIK 0001326801other
Filed
Apr 30, 8:00 PM ET
Accepted
May 1, 6:43 PM ET
Size
18.6 KB
Accession
0001209191-13-023430
Insider Transaction Report
Form 4
Ullyot Theodore Warren
VP, Gen. Counsel & Secretary
Transactions
- Exercise/Conversion
Restricted Stock Unit (RSU)
2013-05-01−53,865→ 323,180 totalExp: 2019-01-11→ Class B Common Stock (53,865 underlying) - Tax Payment
Class B Common Stock
2013-05-01−28,107→ 25,758 total→ Class A Common Stock (28,107 underlying) - Exercise/Conversion
Class B Common Stock
2013-05-01+53,865→ 53,865 total→ Class A Common Stock (53,865 underlying) - Conversion
Class A Common Stock
2013-05-01+25,758→ 584,094 total - Conversion
Class B Common Stock
2013-05-01−25,758→ 0 total→ Class A Common Stock (25,758 underlying) - Sale
Class A Common Stock
2013-04-29$27.15/sh−51,270$1,392,186→ 558,336 total
Holdings
- 196,000(indirect: By Trust)
Class A Common Stock
Footnotes (9)
- [F1]The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
- [F2]The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.07 to $27.29 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 (2).
- [F3]Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock in connection with the net settlement of restricted stock units (the "RSUs") listed in Table II, based on a price of $27.76 per share, which represented the closing price of the issuer's Class A Common Stock on April 30, 2013.
- [F4]Shares held of record by Theodore W. Ullyot and Jennifer L. Ullyot, Co-Trustees of the Ullyot 2012 Irrevocable Trust, the beneficiaries of which include the reporting person's minor children.
- [F5]Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.
- [F6]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. Pursuant to the terms of the RSU award, the service-based vesting condition was satisfied as to 1/5th of the total number of shares on November 1, 2009 and then 1/60th of the total number of shares vest monthly thereafter, subject to continued service through each vesting date.
- [F7]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.
- [F8]Represents shares of Class B Common Stock that have been withheld by the issuer to satisfy its income tax and withholding and remittance obligations in connection with the net settlement of RSUs and does not represent a sale by the reporting person.
- [F9]Represents shares of Class B Common Stock that have been converted to Class A Common Stock in connection with the net settlement of RSUs.
Documents
Issuer
Facebook Inc
CIK 0001326801
Entity typeother
Related Parties
1- filerCIK 0001382582
Filing Metadata
- Form type
- 4
- Filed
- Apr 30, 8:00 PM ET
- Accepted
- May 1, 6:43 PM ET
- Size
- 18.6 KB