Meta Platforms, Inc. — Director's Dealing 2012

Dec 18, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2012-12-15

Reporting Person: Spillane David (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-15	Class A Common Stock	C	8331	$0.00	Acquired	180916	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-15	Restricted Stock Units (RSU)	$	M	15625	Disposed	2019-03-25	Class B Common Stock (15625)	Direct
2012-12-15	Class B Common Stock	$	M	15625	Acquired		Class A Common Stock (15625)	Direct
2012-12-15	Class B Common Stock	$	F	7294	Disposed		Class A Common Stock (7294)	Direct
2012-12-15	Class B Common Stock	$	C	8331	Disposed		Class A Common Stock (8331)	Direct

Footnotes

F1: Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock in connection with the net settlement of restricted stock units (the "RSUs") listed in Table II, based on a price of $26.81 per share, which represented the closing price of the issuer's Class A Common Stock on December 14, 2012.

F2: Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.

F3: The RSUs were granted with both (a) a liquidity event-based vesting condition and (b) a service-based vesting condition, both of which conditions must be satisfied in order for the RSUs to vest. Pursuant to the terms of the RSU award, the service-based vesting condition was satisfied as to 1/4th of the total number of shares on January 15, 2010 and then 1/48th of the total number of shares vests monthly thereafter, subject to continued service through each vesting date. The liquidity event-based vesting condition is satisfied six months after the issuer's initial public offering, which was declared effective on May 17, 2012. Under settlement procedures applicable to the RSUs, the issuer is permitted to deliver the underlying shares within 30 days before or after the date on which the liquidity event-based condition is satisfied.

F4: The Class B Common Stock is convertible into the issuer's Class A Common Stock on a 1-for-1 basis (a) at the holder's option or (b) upon certain transfers of such shares, and has no expiration date.

F5: Represents shares of Class B Common Stock that have been withheld by the issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the RSUs and does not represent a sale by the reporting person.

F6: Represents shares of Class B Common Stock that have been converted to Class A Common Stock in connection with the net settlement of the RSUs.