Facebook 2012 Annual Report Download - page 44

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Recent Sale of Unregistered Securities and Use of Proceeds
Recent Sale of Unregistered Securities
On October 1, 2012, we issued 94,547 additional shares of our Class A common stock as consideration to 9
individuals and 5 entities in connection with an acquisition of all the outstanding shares of a company in the third
quarter of 2012.
The sales of the above securities were exempt from registration under the Securities Act of 1933, as amended
(Securities Act), in reliance upon Section 4(2) of the Securities Act as transactions by an issuer not involving any
public offering. The recipients of the securities in each of these transactions represented their intentions to acquire
the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and
appropriate legends were placed upon the book-entry entitlements issued in this transaction.
Use of Proceeds
On May 17, 2012, our registration statement on Form S-1 (File No. 333-179287) was declared effective by
the Securities and Exchange Commission (SEC) for our initial public offering pursuant to which we sold an
aggregate of 180,000,000 shares of our Class A common stock at a price to the public of $38.00 per share. There
has been no material change in the planned use of proceeds from our initial public offering as described in our
final prospectus filed with the SEC on May 18, 2012 pursuant to Rule 424(b).
Stock Performance Graph
This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the
liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of
Facebook, Inc. under the Securities Act of 1933, as amended, or the Exchange Act.
The following graph shows a comparison from May 18, 2012 (the date our Class A common stock
commenced trading on the NASDAQ Global Select Market) through December 31, 2012 of the cumulative total
return for our Class A common stock, the Standard & Poor’s 500 Stock Index (S&P 500 Index) and the Nasdaq
Composite Index (NASDAQ Composite). The graph assumes that $100 was invested at the market close on
May 18, 2012 in the Class A common stock of Facebook, Inc., the S&P 500 Index and the NASDAQ Composite
and data for the S&P 500 Index and the NASDAQ Composite assumes reinvestments of dividends. The stock
price performance of the following graph is not necessarily indicative of future stock price performance.
May-12
Jun-12
Jul-12
Aug-12
Sep-12
Oct-12
Nov-12
Dec-12
$0
$20
$40
$60
$80
$100
$120
S&P 500 Facebook Inc. NASDAQ Composite
40