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Meta Platforms, Inc. — Director's Dealing 2012
Oct 26, 2012
29738_dirs_2012-10-26_0aa4c313-59a2-4b89-a03a-2d70d5619ed1.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2012-10-25
Reporting Person: Spillane David (Chief Accounting Officer)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2012-10-25 | Class A Common Stock | C | 416479 | $0.00 | Acquired | 416479 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2012-10-25 | Restricted Stock Units (RSU) | $ | M | 703125 | Disposed | 2019-03-25 | Class B Common Stock (703125) | Direct |
| 2012-10-25 | Class B Common Stock | $ | M | 703125 | Acquired | Class A Common Stock (703125) | Direct | |
| 2012-10-25 | Class B Common Stock | $ | F | 324417 | Disposed | Class A Common Stock (324417) | Direct | |
| 2012-10-25 | Class B Common Stock | $ | C | 378708 | Disposed | Class A Common Stock (378708) | Direct | |
| 2012-10-25 | Restricted Stock Units (RSU) | $ | M | 70840 | Disposed | 2020-02-25 | Class B Common Stock (70840) | Direct |
| 2012-10-25 | Class B Common Stock | $ | M | 70840 | Acquired | Class A Common Stock (70840) | Direct | |
| 2012-10-25 | Class B Common Stock | $ | F | 33069 | Disposed | Class A Common Stock (33069) | Direct | |
| 2012-10-25 | Class B Common Stock | $ | C | 37771 | Disposed | Class A Common Stock (37771) | Direct |
Footnotes
F1: 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 $23.21 per share, which represented the closing price of the issuer's Class A Common Stock on October 24, 2012.
F2: Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.
F3: 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. Pursuant to the terms of the RSU award, the service-based vesting condition was satisfied as to 1/4th of the total shares on January 15, 2010 and then 1/48th vests monthly thereafter, subject to continued service through each vesting date. The liquidity event-based vesting condition is satisfied six months after the issuer's initial public offering, which was declared effective on May 17, 2012. Under settlement procedures applicable to the RSUs, the issuer is permitted to deliver the underlying shares within 30 days before or after the date on which the liquidity event-based condition is satisfied. The issuer vested and settled the outstanding RSUs for which the service-based vesting condition had been satisfied on October 25, 2012.
F4: 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.
F5: Represents shares of Class B Common Stock that have been withheld by the issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the RSUs and does not represent a sale by the reporting person.
F6: Represents shares of Class B Common Stock that have been converted to Class A Common Stock in connection with the net settlement of the RSUs.
F7: The RSUs were granted with (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. Pursuant to the terms of the RSU award, the service-based vesting condition was satisfied as to 1/4th of the total number of shares on February 15, 2011 and then 1/16th of the total number of shares vest quarterly thereafter, subject to continued service through each vesting date. The liquidity event-based vesting condition is satisfied six months after the issuer's initial public offering, which was declared effective on May 17, 2012. Under settlement procedures applicable to the RSUs, the issuer is permitted to deliver the underlying shares within 30 days before or after the date on which the liquidity event-based condition is satisfied. The issuer vested and settled the outstanding RSUs for which the service-based vesting condition had been satisfied on October 25, 2012.