FB asked for and received a waiver from the SEC for their restricted stock plan: http://www.businessweek.com/technology/content/nov2008/tc20081120_566312.htm ht

FB asked for and received a waiver from the SEC for their restricted stock plan: http://www.businessweek.com/technology/content/nov2008/tc20081120_566312.htm http://www.businessweek.com/technology/content/nov2008/tc200... Basically since the restricted stock holders are employees that didn't directly invest money they're not being considered as counting against the 499 limit (which to me seems perfectly fair).