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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Unit (RSU) | (2) | 04/15/2013 | M | 1,250 | (3) | 09/05/2021 | Class B Common Stock (4) | 1,250 | $ 0 | 12,084 | D | ||||
| Class B Common Stock (4) | (4) | 04/15/2013 | M | 1,250 | (4) | (4) | Class A Common Stock | 1,250 | $ 0 | 1,250 | D | ||||
| Class B Common Stock (4) | (4) | 04/15/2013 | C | 1,250 (5) | (4) | (4) | Class A Common Stock | 1,250 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BOWLES ERSKINE B C/O FACEBOOK, INC. 1601 WILLOW ROAD MENLO PARK, CA 94025 |
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| /s/ Michael Johnson as attorney-in-fact for Erskine B. Bowles | 04/16/2013 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock in connection with the settlement of the restricted stock units (the "RSUs") listed in Table II. |
| (2) | Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement. |
| (3) | Pursuant to the terms of the RSU award, the vesting condition was satisfied as to 13/48 of the total number of shares on October 15, 2012, and then 1/16th of the total number of shares vest quarterly thereafter, not to exceed 11 quarterly installments, with the final 2/48th of the total number of shares vesting on October 15, 2015, subject to continued service through each vesting date. The RSUs settle on the earliest of (i) December 31, 2013, (ii) an earlier date between January 1, 2013 and December 31, 2013 that may be specified by the issuer and (iii) the date of a change of control as defined in the issuer's stock plan. The issuer vested and settled the outstanding RSUs for which the vesting condition had been satisfied on February 1, 2013. |
| (4) | 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. |
| (5) | The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis. |