Facebook 2012 Annual Report Download - page 98

The following table summarizes the convertible preferred stock outstanding immediately prior to the
conversion into common stock, and the rights and preferences of our respective series as of December 31, 2011
and immediately prior to the conversion into common stock:
Shares Aggregate
Liquidation
Preference
Dividend
Per Share Per
Annum
Conversion
Ratio
Per ShareAuthorized
Issued and
Outstanding
(in thousands) (in thousands) (in millions)
Series A ............................ 134,747 133,055 $ 1 $0.00036875 1.000000
Series B ............................ 226,032 224,123 13 0.00456 1.004910
Series C ............................ 95,768 91,410 26 0.02297335 1.004909
Series D ............................ 67,454 50,591 375 0.593 1.012561
Series E ............................ 45,000 44,038 200 0.3633264 1.000000
Total ............................... 569,001 543,217 $ 615
Common Stock
Our certificate of incorporation authorizes the issuance of Class A common stock and Class B common
stock. As of December 31, 2012, we are authorized to issue 5,000,000,000 shares of Class A common stock and
4,141,000,000 shares of Class B common stock, each with a par value of $0.000006 per share. Holders of our
Class A common stock and Class B common stock are entitled to dividends when, as and if, declared by our
board of directors, subject to the rights of the holders of all classes of stock outstanding having priority rights to
dividends. As of December 31, 2012, we did not declare any dividends and our credit facilities contain
restrictions on our ability to pay dividends. The holder of each share of Class A common stock is entitled to one
vote, while the holder of each share of Class B common stock is entitled to ten votes. Shares of our Class B
common stock are convertible into an equivalent number of shares of our Class A common stock and generally
convert into shares of our Class A common stock upon transfer. Class A common stock and Class B common
stock are referred to as common stock throughout the notes to these financial statements, unless otherwise noted.
Upon the closing of our IPO, an aggregate of 335,943,024 shares of Class B common stock were converted
into Class A common stock. As of December 31, 2012, there were 1,671,277,621 shares and 701,427,574 shares
of Class A common stock and Class B common stock, respectively, issued and outstanding.
Share-based Compensation Plans
We maintain three share-based employee compensation plans: the 2012 Plan, the 2005 Stock Plan and the
2005 Officers’ Stock Plan (collectively, Stock Plans). Our 2012 Plan was approved by our board of directors in
January 2012 and adopted by our stockholders in April 2012. The 2012 Plan, effective on May 17, 2012, serves
as the successor to our 2005 Stock Plan and provides for the issuance of incentive and nonstatutory stock options,
restricted stock awards, stock appreciation rights, RSUs, performance shares and stock bonuses to qualified
employees, directors and consultants. No new awards will be issued under the 2005 Stock Plan as of the effective
date of the 2012 Plan. Outstanding awards under the 2005 Stock Plan continue to be subject to the terms and
conditions of the 2005 Stock Plan. Shares available for grant under the 2005 Stock Plan, which were reserved but
not issued or subject to outstanding awards under the 2005 Stock Plan as of the effective date, were added to the
reserves of the 2012 Plan.
We have initially reserved 25,000,000 shares of our Class A common stock for issuance under our 2012
Plan. The number of shares reserved for issuance under our 2012 Plan will increase automatically on the first day
of January of each of 2013 through 2022 by a number of shares of Class A common stock equal to the lesser of
(i) 2.5% of the total outstanding shares of our common stock as of the immediately preceding December 31st or
(ii) a number of shares determined by the board of directors. The maximum term for stock options granted under
the 2012 Plan may not exceed ten years from the date of grant. Our 2012 Plan will terminate ten years from the
date of approval unless it is terminated earlier by our compensation committee.
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