How many shares does Facebook have 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.

Tagged NASDAQ:FB