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How many shares does Facebook have outstanding?

Facebook IPO Shares Outstanding

Facebook priced its shares in its IPO at $38 raising a little over $16 Billion after the company and selling shareholders sold 421,233,615 shares. The question is: what is the company’s market capitalization at $38 per share? Reporting on the pricing of the IPO, Bloomberg and Reuters pegged the market capitalization of FB at $104 Billion while CNBC “at over $100 Billion”.

Naturally, to know the market capitalization you need to know how many shares will be outstanding after the IPO on a fully diluted basis. The company states in its latest S1 filing that there will be 2,138,085,037 shares outstanding after the IPO but that excludes many items including shares issuable under its various employee stock options plans and other items including the shares to be issued for the purchase of Instagram. So looking at the S1 we crunched the numbers and came up with the diluted shares outstanding for Facebook and they are:

2,138,085,037 Shares Outstanding
3,094,842 over allotment – to be sold and issued by company (not existing shareholders)
116,756,442 Class B common stock with exercise price of 0.94 under 2012 & 2005 Stock Plan
60,000,000 Class B common stock issuable upon the exercise of the remaining portion of an option held by Mr. Zuckerberg, with an exercise price of $0.06 per share
378,429,048 Class B common stock subject to RSUs outstanding as of March 31, 2012 under our 2005 Stock Plan
22,999,412 common stock issuable upon completion of our acquisition of Instagram
25,257,815 Class B common stock subject to RSUs granted under our 2005 Stock Plan
40,000 40,000 shares of Class A common stock issued between April 1, 2012 and May 3, 2012
77,466,293 common stock reserved for future issuance under our equity compensation plans
2,822,128,889 Diluted Shares Outstanding
Market Cap at $38 per share $107,240,898

So to all journalists and analysts calculating Facebook’s market cap, we believe the shares outstanding number you should plug in is 2.822 Billion shares.


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About Mohannad Aama

Mohannad is a Portfolio Manager at a NY-based Investment management firm. You can follow him on Twitter here

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  1. ANonyMay 29, 2012 at 2:48 pmReply

    Why does the prospectus state that fully diluted shares outstanding are 2.332 billion?

  2. LinkedIn versus Facebook | Wall Street DispatchJanuary 9, 2013 at 10:02 amReply

    [...] used – but false – 2.17 billion share count on Yahoo Finance or $81 billion using our own calculated 2.8 billion share count. LinkedIn on the other hand trades at near $113 per share giving it a market [...]

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