Delaware
|
|
20-1665019
|
(State or Other Jurisdiction
of Incorporation or Organization) |
|
(I.R.S. Employer
Identification No.) |
2012 Equity Incentive Plan
|
James D. Evans, Esq.
Ran D. Ben-Tzur, Esq.
Fenwick & West LLP
801 California Street
Mountain View, California 94041
(650) 988-8500
|
|
Colin S. Stretch, Esq.
David W. Kling, Esq.
Michael L. Johnson, Esq.
Facebook, Inc.
1601 Willow Road
Menlo Park, California 94025
(650) 543-4800
|
Large accelerated filer
|
x
|
Accelerated filer
|
¨
|
Non-accelerated filer
|
¨
|
Smaller reporting company
|
¨
|
|
|
Emerging growth company
|
¨
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
¨
|
Title of Securities
To Be Registered
|
Amount To Be
Registered (1) |
Proposed Maximum Offering Price
Per Share |
Proposed Maximum Aggregate Offering Price
|
Amount of Registration Fee
|
||||
Class A common stock, $0.000006 par value per share
|
|
|
|
|
||||
Reserved for future issuance under the 2012 Equity Incentive Plan
|
59,661,956
(2)
|
$145.77
(3)
|
$
|
8,696,923,326
|
|
$
|
1,054,067
|
|
TOTAL
|
59,661,956
|
|
$
|
8,696,923,326
|
|
$
|
1,054,067
|
|
(1)
|
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (“
Securities Act
”), this Registration Statement shall also cover any additional shares of the Registrant’s Class A common stock that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration that results in an increase in the number of the outstanding shares of the Registrant’s Class A common stock.
|
(2)
|
Represents additional shares of the Registrant’s Class A common stock reserved for issuance under the Registrant’s 2012 Equity Incentive Plan (the “
2012 Plan
”) pursuant to the provisions of the 2012 Plan that provide for an automatic annual increase in the number of shares reserved for issuance under the 2012 Plan.
|
(3)
|
Estimated in accordance with Rules 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee based on the average of the high and low prices of the Registrant’s Class A common stock as reported on the Nasdaq Global Select Market on January 29, 2019.
|
(a)
|
the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the Commission on January 31, 2019;
|
(b)
|
all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant's Annual Report referred to in (a) above; and
|
(c)
|
the description of the Registrant’s Class A common stock contained in the Registrant’s Registration Statement on Form 8-A (Registration No. 001-35551) filed with the Commission on May 14, 2012, including any amendments or reports filed for the purpose of updating such description.
|
Exhibit
|
|
Incorporated by Reference
|
Filed
|
|||
Number
|
Exhibit Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
Herewith
|
|
|
|
|
|
|
|
4.1
|
10-Q
|
001-35551
|
3.1
|
July 31, 2012
|
|
|
4.2
|
10-Q
|
001-35551
|
3.2
|
July 31, 2012
|
|
|
4.3
|
S-1
|
333-179287
|
4.1
|
February 8, 2012
|
|
|
5.1
|
|
|
|
|
X
|
|
23.1
|
|
|
|
|
X
|
|
23.2
|
|
|
|
|
X
|
|
24.1
|
|
|
|
|
X
|
|
99.1
|
10-Q
|
001-35551
|
10.1
|
April 26, 2018
|
|
|
99.2
|
10-Q
|
001-35551
|
10.2
|
July 31, 2012
|
|
|
99.3
|
10-K
|
001-35551
|
10.3(C)
|
January 29, 2015
|
|
|
99.4
|
10-Q
|
001-35551
|
10.1
|
May 4, 2017
|
|
|
99.5
|
10-Q
|
001-35551
|
10.1
|
July 27, 2017
|
|
|
99.6
|
10-Q
|
001-35551
|
10.2
|
April 26, 2018
|
|
|
99.7
|
10-K
|
001-35551
|
10.3(G)
|
January 31, 2019
|
|
|
|
|
FACEBOOK, INC.
|
|
|
|
|
Date:
|
January 31, 2019
|
|
/
S
/ David M. Wehner
|
|
|
|
David M. Wehner
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
||||
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
/s/ Mark Zuckerberg
|
|
Chairman and Chief Executive Officer
|
|
January 31, 2019
|
Mark Zuckerberg
|
|
(
Principal Executive Officer
)
|
|
|
/s/ David M. Wehner
|
|
Chief Financial Officer
|
|
January 31, 2019
|
David M. Wehner
|
|
(
Principal Financial Officer
)
|
|
|
/
S
/ Susan J.S. Taylor
|
|
Chief Accounting Officer
|
|
January 31, 2019
|
Susan J.S. Taylor
|
|
(
Principal Accounting Officer
)
|
|
|
/s/ Marc L. Andreessen
|
|
Director
|
|
January 31, 2019
|
Marc L. Andreessen
|
|
|
|
|
/s/ Erskine B. Bowles
|
|
Director
|
|
January 31, 2019
|
Erskine B. Bowles
|
|
|
|
|
/s/ Kenneth I. Chenault
|
|
Director
|
|
January 31, 2019
|
Kenneth I. Chenault
|
|
|
|
|
/s/ Susan D. Desmond-Hellmann
|
|
Director
|
|
January 31, 2019
|
Susan D. Desmond-Hellmann
|
|
|
|
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/s/ Reed Hastings
|
|
Director
|
|
January 31, 2019
|
Reed Hastings
|
|
|
|
|
/s/ Sheryl K. Sandberg
|
|
Director
|
|
January 31, 2019
|
Sheryl K. Sandberg
|
|
|
|
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/s/ Peter A. Thiel
|
|
Director
|
|
January 31, 2019
|
Peter A. Thiel
|
|
|
|
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/s/ Jeffrey Zients
|
|
Director
|
|
January 31, 2019
|
Jeffrey Zients
|
|
|
|
|