Facebook Cap

I'm working on a Facebook cap table, but it's slow going. Facebook's private financing history is complex!

Below the photo are highlights of what I'm finding so far, subject to refinement or correction. The key sources are Facebook's current charter and the S-1 filing.

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  • There are approximately 2.5 billion shares outstanding, on an as-converted, fully diluted basis.
  • Five series of preferred stock amount to approximately twenty-one or twenty-two percent of the equity, on an as-converted basis.
  • Three series of preferred convert into common on a greater than 1-to-1 basis, if only slightly so. (The highest is Series D, at 1.0125606 to 1). This suggests there have been anti-dilution adjustments along the way.
  • Notwithstanding the ratcheting, Facebook raised more than $700 million in preferred stock financings with remarkably modest dilution to the classes of common stock.
  • Outstanding equity incentives, in the form of stock options and restricted stock units, make up over 20% of the equity. Almost one quarter of this number is taken up by a huge, 120,000,000 share option held by CEO Mark Zuckerberg.

I'm likely to keep plugging away at the spreadsheet from time to time. It's more difficult to reconstruct than most, in part because the charter doesn't tell as much about the terms of the late and significant issuance of common stock to/via Goldman Sachs and others, as it does about the preferred.

Photo, Noel Hankamer, Flickr: "Here's a ratchet patented by Keystone Mfg. Co. of Buffalo, New York, in November, 1883."


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