THE OFFERING
Class A common stock offered
By the selling stockholders
| 157,415,352 shares
|
Class A common stock to be outstanding after our initial public offering
| 598,396,119 shares
|
Class B common stock to be outstanding after our initial public offering
| 1,539,688,918 shares
|
Total Class A and Class B common stock to be outstanding after our initial public offering
| 2,138,085,037 shares
|
Over-allotment option of Class A common stock offered
By the selling stockholders
| 44,582,314 shares
|
Shares of our Class B common stock are convertible into an equivalent number of shares of Class A common stock . Each share of class B is entitle to 10 votes while class A for 1 vote. Zuckerberg is holding the majority of class B shares, so that he has complete voting power over FB, and can pass whatever decision he wants on the board.
Market cap is 2,138,085,037 shares * $31.91 = $68.25B
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Float: outstanding- restricted ( can't be sold without special permission by the sec)
currently it is the 337M shares offered and will increase over time. First Lockup period ends in 90 days.
Substantial blocks of our total outstanding shares may be sold into the market when “lock-up” or “market standoff” periods end. If there are substantial sales of shares of our common stock, the price of our Class A common stock could decline.
The price of our Class A common stock could decline if there are substantial sales of our common stock, particularly sales by our directors, executive officers, employees, and significant stockholders, or when there is a large number of shares of our common stock available for sale. After our initial public offering, we will have outstanding 598,396,119 shares of our Class A common stock and 1,539,688,918 shares of our Class B common stock, based on the number of shares outstanding as of March 31, 2012. This includes 337,415,352 shares that we and the selling stockholders are selling in our initial public offering, which shares may be resold in the public market immediately following our initial public offering, and assumes no additional exercises of outstanding options (other than the partial exercise of an outstanding stock option to purchase 120,000,000 shares of Class B common stock held by Mr. Zuckerberg, resulting in the issuance of 60,000,000 shares of our Class B common stock as described elsewhere in this prospectus). 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. The 260,980,767 shares of our Class A common stock and 1,539,688,918 shares of our Class B common stock that are not offered and sold in our initial public offering as well as the shares underlying outstanding RSUs and shares subject to employee stock options will be eligible for sale in the public market in the near future as set forth below.
| | | Date Available for Sale into Public Market
| | Number of Shares of Common Stock
| 91 days after the date of this prospectus
| | 171,797,666 shares held by the selling stockholders other than Mr. Zuckerberg | | | 151 to 180 days after the date of this prospectus
| | approximately 137 million shares underlying net- settled Pre-2011 RSUs held by our directors and then current employees and approximately 55 million outstanding shares and approximately 55 million shares subject to stock options held by then current employees other than Mr. Zuckerberg | | | 181 days after the date of this prospectus
| | 1,338,453,216 outstanding shares and approximately 18 million shares underlying other net-settled Pre-2011 RSUs | | | 211 days after the date of this prospectus
| | 141,776,569 shares held by the selling stockholders other than Mr. Zuckerberg | | | 366 days after the date of this prospectus
| | 93,815,940 shares held by Mail.ru Group Limited and DST Global Limited and their respective affiliates |
In addition, as of March 31, 2012, options to purchase 49,390,599 shares of Class B common stock held by former employees were outstanding and fully vested and the Class B common stock underlying such options will be eligible for sale 181 days after the date of this prospectus. Furthermore, following our initial public offering, the remaining 60,000,000 shares subject to the partially exercised stock option held by Mr. Zuckerberg will be eligible for sale 181 days after the date of this prospectus. We expect an additional approximately 2 million shares of Class B common stock to be delivered upon the net settlement of RSUs between the date of the initial settlement of RSUs described above and December 31, 2012 will be eligible for sale in the public market immediately following settlement.
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