Meta Platforms, Inc. — Director's Dealing 2012

Oct 26, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2012-10-25

Reporting Person: Sandberg Sheryl (Director, Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-25	Class A Common Stock	C	18094385	$0.00	Acquired	18094385	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-10-25	Restricted Stock Units (RSU)	$	M	33928580	Disposed	2018-07-31	Class B Common Stock (33928580)	Direct
2012-10-25	Class B Common Stock	$	M	33928580	Acquired		Class A Common Stock (33928580)	Direct
2012-10-25	Class B Common Stock	$	F	15834195	Disposed		Class A Common Stock (15834195)	Direct
2012-10-25	Class B Common Stock	$	C	18094385	Disposed		Class A Common Stock (18094385)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (1892206)	1892206	Indirect
Class B Common Stock	$		Class A Common Stock (7780)	7780	Indirect

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, which settlement occurred at 9:30 p.m., Pacific Daylight Time, on October 25, 2012, based on a price of $23.21 per share, which represented the closing price of the issuer's Class A Common Stock on October 24, 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. The service-based vesting condition was satisfied as to 89% of the total shares underlying the RSUs on October 1, 2012, and then 1.833% of the total number of remaining shares vest 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. The issuer vested and settled the outstanding RSUs for which the service-based vesting condition had been satisfied on October 25, 2012 at 9:30 p.m., Pacific Daylight Time.

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, which settlement occurred at 9:30 p.m., Pacific Daylight Time, on October 25, 2012, 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, which settlement occurred at 9:30 p.m., Pacific Daylight Time, on October 25, 2012.

F7: Shares held of record by Sheryl K. Sandberg, Trustee of the Sheryl K. Sandberg 2008 Annuity Trust dated April 15, 2008.

F8: Shares held of record by Sheryl K. Sandberg, Trustee of the Sandberg-Goldberg Family Trust dated September 3, 2004.