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The information in this prospectus is not complete and may be changed. Neither we nor the selling stockholders may sell these securities
until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these
securities and neither we nor the selling stockholders are soliciting offers to buy these securities in any state where the offer or sale is not
PROSPECTUS (Subject to Completion)
Dated February 1, 2012
CLASS A COMMON STOCK
Facebook, Inc. is offering
shares of its Class A common stock and the selling stockholders are offering
of Class A common stock. We will not receive any proceeds from the sale of shares by the selling stockholders. This is our
initial public offering and no public market currently exists for our shares of Class A common stock. We anticipate that the
initial public offering price will be between $
We have two classes of authorized common stock, Class A common stock and Class B common stock. The rights of the
holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion.
Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to ten
votes per share and is convertible at any time into one share of Class A common stock. Outstanding shares of Class B
common stock will represent approximately
% of the voting power of our outstanding capital stock following this
offering, and outstanding shares of Class A common stock and Class B common stock held by, or subject to voting control
by, our founder, Chairman, and CEO, Mark Zuckerberg, will represent approximately
% of the voting power of our
outstanding capital stock following this offering.
We intend to apply to list our Class A common stock on
under the symbol “FB.”
Investing in our Class A common stock involves risks. See “Risk Factors” beginning on page 11.
We and the selling stockholders have granted the underwriters the right to purchase up to an additional
Class A common stock to cover over-allotments.
The Securities and Exchange Commission and state regulators have not approved or disapproved of these securities, or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.