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We Read Facebook’s S-1 Filing So You Don’t Have To

jim breyer We Read Facebooks S 1 Filing So You Dont Have To

Mr. Breyer.


Voting rights:

Mark Zuckerberg has 28.2 percent voting power, pre-IPO based on personal shares: 28.4 percent of class B shares. But that’s not all. “As a result of voting agreements with certain stockholders, together with the shares he holds, Mark Zuckerberg, our founder, Chairman, and CEO, will be able to exercise voting rights with respect to an aggregate of shares of common stock, representing a majority of the voting power of our outstanding capital stock following our initial public offering.” Altogether, that gives him majority control with 57 percent voting rights.

The next closest is Accel Partners’ James W. Breyer with 11.4 percent voting power, based on 11.4 percent of class B shares. According to the footnote, “Mr. Breyer is one of the managing members of A9A, AGFA, Accel 2005, and Accel Growth 2009, and, therefore, may be deemed to share voting and investment power over the securities held by these entities.” He personally owns  11,703,132 shares of Class B common stock (that’s more than Marc Andreessen and Sheryl Sandberg), but just a portion of Accel Partners’ 201,378,349 shares overall.

Dustin Moskovitz, the only other original Facebook co-founder listed, has a 7.6 percent voting power based on 7.6 percent of class B shares. After that, there is “Entities affiliated with DST Global” with 5.5 percent voting power, based on 5.4 percent of Class B shares and 31.4 percent of class A shares. Peter Thiel holds 2.5 percent of voting power based on 2.5 percent of class B shares. “Entities affiliated with Goldman Sachs” have less than 1 percent voting power based on 56.3 percent class A shares.

Dustin Moskovitz, members of Mr. Moskovitz’s family, Sean Parker, Matt Cohler and “certain affiliated entitties” all granted their voting rights to Mr. Zuckerberg by proxy. (So did ARPI 2, LLC; Gregory Druckman; Michael Druckman; Richard Druckman; Steven Druckman; The Founders Fund, LP; Glynn Partners; Hommels Holding GmbH; Cara & Robert Scudder; Silicon Valley Community Foundation; certain entities affiliated with Technology Crossover Ventures; Valiant Capital Opportunities, LLC; and VHPI 2, LLC.)


Facebook is involved in multiple lawsuits including patent infringement as well as class action lawsuits brought by users and advertisers. The only specific lawsuit referred to is the case for 50 percent ownership brought by New Yorker Paul Ceglia. “We continue to believe that Mr. Ceglia is attempting to perpetrate a fraud on the court and we intend to continue to defend the case vigorously,” Facebook says.


Annual revenue of $3.7 billion; $1.8 billion in annual operating income and $1 billion net income in 2011.

Advertising accounts for $3.15 billion, or about 84 percent of overall revenue. Payments and other fees account for the remaining $557 million.

Facebook’s overall revenue grew 154 percent from 2009 to 2010 and 88 percent from 2010 to 2011.

Revenue from advertising grew 144 percent from 2009 to 2010, but only 69 percent from 2010 to 2011. Revenue from payments grew 715 percent from 2009 to 2010 (starting low at just $13 million up to $106 million), but slowed to 425 percent from 2010 to 2011.

Other numbers and statistics:

As Alex Gaynor notes on Quora, Facebook’s 2011 revenue/profit “is almost exactly one-tenth of Google’s: 3.7 vs 37 billion in revenue, and 1 billion vs 9.7 billion [in profit].”

Executive compensation:

Mark Zuckerberg’s salary is reduced to $1 starting January 1 of 2013.

In 2011, the highest compensated executives at Facebook were: Mark Zuckerberg (CEO) $500,000; Sheryl K. Sandberg (COO), $300,000; David A. Ebersman (CFO), $300,000; Mike Schroepfer (VP of engineering); 275,000; Theodore W. Ullyot (general counsel), $275,000.

Fun facts:

Facebook’s “Hacker Way” makes it into the SEC filing.

The names of all the underwriting banks leaked, except for the notoriously secretive boutique firm Allen & Company.

The average age of Facebook’s executives and directors is 45; Mr. Zuckerberg, 27, is the youngest; the next youngest is VP of engineering Mike Schroepfer, 36.

845 million monthly active users; 483 million daily users.

Zynga said its business could be damaged by fallout with Facebook in its S-1 filing; Facebook said the same thing of Zynga, which accounted for 12 percent of total revenue in 2011.

We’ll keep updating this post as we go.


  1. Shane says:

    Seems a though #Facebook is on a knife edge.

  2. Anonymous says:


    cashing in , the OWS crowd must be so pissed

  3. Anonymous says:


    cashing in , the OWS crowd must be so pissed