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: BREYER JAMES (Director, 10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$0.00		Class A Common Stock (139144)		Indirect
Series B Convertible Preferred Stock	$0.00		Class B Common Stock (10211171)		Indirect
Series C Convertible Preferred Stock	$0.00		Class B Common Stock (633093)		Indirect
Class B Common Stock	$0.00		Class A Common Stock (15461)		Indirect
Series B Convertible Preferred Stock	$0.00		Class B Common Stock (633920)		Indirect
Series C Convertible Preferred Stock	$0.00		Class B Common Stock (70343)		Indirect
Series B Convertible Preferred Stock	$0.00		Class B Common Stock (140419959)		Indirect
Series C Convertible Preferred Stock	$0.00		Class B Common Stock (9107771)		Indirect
Series B Convertible Preferred Stock	$0.00		Class B Common Stock (14961394)		Indirect
Series C Convertible Preferred Stock	$0.00		Class B Common Stock (970259)		Indirect
Series B Convertible Preferred Stock	$0.00		Class B Common Stock (13090187)		Indirect
Series C Convertible Preferred Stock	$0.00		Class B Common Stock (849027)		Indirect
Class B Common Stock	$0.00		Class A Common Stock (9949820)		Indirect
Class B Common Stock	$0.00		Class A Common Stock (194230)		Indirect
Class B Common Stock	$0.00		Class A Common Stock (132570)		Indirect

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 "IPO"), 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: Shares held of record by James W. Breyer, Trustee of James W. Breyer 2005 Trust dated March 25, 2005.

F3: Each share of the issuer's Series B Convertible Preferred Stock will be automatically converted into 1.00491 shares of the issuer's Class B Common Stock immediately upon the closing of the issuer's IPO and has no expiration date.

F4: Each share of the issuer's Series C Convertible Preferred Stock will be automatically converted into 1.004909 shares of the issuer's Class B Common Stock immediately upon the closing of the issuer's IPO and has no expiration date.

F5: Shares held of record by James W. Breyer, Trustee of James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011.

F6: The reporting person is one of the Managing Members of Accel IX Associates L.L.C. ("A9A"), which is the General Partner of Accel IX L.P. ("Accel IX"), and may be deemed to share voting and investment power over the securities held by Accel IX. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

F7: The reporting person is one of the Managing Members of A9A, which is the General Partner of Accel IX Strategic Partners L.P. ("Accel SP"), and may be deemed to share voting and investment power over the securities held by Accel SP. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

F8: The reporting person is one of the Managing Members of Accel Investors 2005 L.L.C. ("Accel 2005"), and may be deemed to share voting and investment power over the securities held by Accel 2005. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

F9: The reporting person is one of the Managing Members of Accel Growth Fund Associates L.L.C ("AGFA"), which is the General Partner of Accel Growth Fund L.P. ("Accel Growth"), and may be deemed to share voting and investment power over the securities held by Accel Growth. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

F10: The reporting person is one of the Managing Members of AGFA, which is the General Partner of Accel Growth Fund Strategic Partners L.P. ("Accel Growth SP"), and may be deemed to share voting and investment power over the securities held by Accel Growth SP. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

F11: The reporting person is one of the Managing Members of Accel Growth Fund Investors 2009 L.L.C. ("Accel Growth 2009"), and may be deemed to share voting and investment power over the securities held by Accel Growth 2009. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.