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Facebook's (FB) Zuckerberg Won't Sell Stock for at Least a Year

September 4, 2012 5:19 PM EDT
With shares down 53 percent since its May 2012 IPO, Facebook (NASDAQ: FB) shareholders received a rare reprieve Tuesday evening after it was disclosed that CEO and majority shareholder Mark Zuckerberg won't sell any stock for at least 12 months.

In an SEC filing, the company said Mark Zuckerberg has decided not to adopted a Rule 10b5-1 Plan and has informed the company that he has no intention to conduct any sale transactions in Facebook securities for at least 12 months.

Mr. Zuckerberg currently holds in aggregate approximately 444 million shares of Class B common stock as well as 60 million shares of Class B common stock issuable upon the exercise of an option.

In addition to a botched IPO, slowing revenue growth, problems monetizing the massive shift to mobile, Facebook shares have been under intense pressure as massive IPO share lock-ups have started to expire - freeing up millions of shares to be sold. One of the original large investors in the company, Peter Thiel, already cashed out a majority of his stock after one of the first IPO share lock-ups expired.

All is not won for Facebook investors though. With the news tonight, the company provided an update on employee restricted stock units (RSUs) acceleration. The company expects that two trading days following the announcement of our third quarter 2012 financial results (October 23, 2012), they will vest and settle outstanding Pre-2011 RSUs for which the service condition has been satisfied and that are held by employees who are employed by Facebook through October 15, 2012. The shares would be eligible for sale in the public markets as of market open on October 29, 2012.

So although Zuckerberg is not selling share now, here is what shareholders have to look forward to in terms of additional lock-ups:


  • October 29, 2012: approximately 124 million shares underlying net-settled Pre-2011 RSUs held by then-current employees as of October 15, 2012 and approximately 55 million outstanding shares and approximately 55 million shares subject to stock options held by then-current employees as of October 15, 2012 other than Mr. Zuckerberg

  • November 14, 2012: approximately 749 million outstanding shares and approximately 28 million shares underlying Pre-2011 RSUs not held by then-current employees as of October 15, 2012

  • December 14, 2012: approximately 156 million shares held by the selling stockholders in our IPO other than Mr. Zuckerberg

  • May 18, 2013: approximately 47 million shares held by Mail.ru Group Limited and DST Global Limited and their respective affiliates


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