Meta Platforms, Inc. — Director's Dealing 2012

May 17, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2012-05-17

Reporting Person: EBERSMAN DAVID A (Chief Financial Officer)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock option (right to buy Class B Common Stock)	$3.23	2019-10-25	Class B Common Stock (4500000)		Direct
Restricted Stock Units (RSU)	$	2021-03-24	Class B Common Stock (719424)		Direct
Restricted Stock Units (RSU)	$	2022-05-02	Class B Common Stock (459572)		Direct

Footnotes

F1: The Class B Common Stock is convertible into the issuer's Class A Common Stock on a 1-for-1 basis and has no expiration date. Upon the closing of the issuer's sale of its Class A Common Stock in its firm commitment underwritten initial public offering pursuant to a registration statement on Form S-1 (File No. 333-179287) under the Securities Act of 1933, as amended, the Class B Common Stock will also become convertible into the issuer's Class A Common Stock on the same basis upon certain transfers of such shares.

F2: The option vested as to 1/5th of the total shares on September 8, 2010, after which 1/60th of the total shares vest monthly, subject to continued service through each vesting date.

F3: The RSUs vest as to 1/16th of the total shares quarterly, beginning on January 15, 2015, subject to continued service through each vesting date.

F4: Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.

F5: The RSUs vest as to 1/16th of the total shares quarterly, beginning on February 15, 2015, subject to continued service through each vesting date.