Sec Form 4 Filing - EBERSMAN DAVID A @ Facebook Inc - 2014-03-15

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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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1. Name and Address of Reporting Person
EBERSMAN DAVID A
2. Issuer Name and Ticker or Trading Symbol
Facebook Inc [ FB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
C/O FACEBOOK, INC., 1601 WILLOW ROAD
3. Date of Earliest Transaction (MM/DD/YY)
03/15/2014
(Street)
MENLO PARK, CA94025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 03/15/2014 C 112,500 ( 1 ) A $ 0 405,831 D
Class A Common Stock 03/17/2014 S 58,714 ( 2 ) D $ 68.1226 ( 3 ) 347,117 D
Class A Common Stock 318,924 I By The Ebersman Family Trust UA DTD 5/29/02 ( 4 )
Class A Common Stock 108,090 I By The Ebersman Family 2012 Irrevocable Trust ( 5 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (RSU) ( 6 ) 03/15/2014 M 112,500 ( 7 ) 10/25/2019 Class B Common Stock ( 8 ) 112,500 $ 0 675,000 D
Class B Common Stock ( 8 ) ( 8 ) 03/15/2014 M 112,500 ( 8 ) ( 8 ) Class A Common Stock 112,500 $ 0 112,500 D
Class B Common Stock ( 8 ) ( 8 ) 03/15/2014 C 112,500 ( 9 ) ( 8 ) ( 8 ) Class A Common Stock 112,500 $ 0 0 D
Restricted Stock Unit (RSU) ( 10 ) 03/17/2014 A 128,290 ( 11 ) 03/16/2024 Class A Common Stock 128,290 $ 0 128,290 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
EBERSMAN DAVID A
C/O FACEBOOK, INC.
1601 WILLOW ROAD
MENLO PARK, CA94025
Chief Financial Officer
Signatures
/s/ Michael Johnson as attorney-in-fact for David A. Ebersman 03/18/2014
Signature of Reporting Person Date
Explanation of Responses:
( 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 )Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person.
( 3 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.79 to $68.35 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 (3).
( 4 )Shares held of record by The Ebersman Family Trust UA DTD 5/29/02, David A. Ebersman and Michelle Ebersman, Trustees.
( 5 )Shares held of record by The Ebersman Family 2012 Irrevocable Trust, David A. Ebersman and Michelle Ebersman, Trustees, the beneficiaries of which include the reporting person's minor children.
( 6 )Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.
( 7 )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. The service-based vesting condition was satisfied as to 1/5th of the total number of shares on September 15, 2010 and then 1/60th of the total number of shares vest monthly thereafter, subject to continued service through each vesting date.
( 8 )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.
( 9 )The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.
( 10 )Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.
( 11 )The RSUs vest as to 1/16th of the total shares quarterly, beginning May 15, 2015, subject to continued service through each vesting date.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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