Meta Platforms, Inc. — Director's Dealing 2012

May 17, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: GS INVESTMENT STRATEGIES, LLC (10% Owner)
Reporting Person: GOLDMAN SACHS INVESTMENT PARTNERS MASTER FUND, L.P. (10% Owner)
Reporting Person: GOLDMAN SACHS INVESTMENT PARTNERS GP, LLC (10% Owner)
Reporting Person: GOLDMAN SACHS INVESTMENT PARTNERS PRIVATE OPPORTUNITIES HOLDINGS, L.P. (10% Owner)
Reporting Person: GOLDMAN SACHS INVESTMENT PARTNERS PRIVATE OPPORTUNITIES HOLDINGS ADVISORS, INC. (10% Owner)
Reporting Person: FBDC INVESTORS OFFSHORE HOLDINGS, L.P. (10% Owner)
Reporting Person: FBDC ADVISORS OFFSHORE, INC. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-17	Class A Common Stock	S	19081701	$37.582	Disposed	32650733	Indirect

Footnotes

F1: In accordance with the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the "Release"), this
filing reflects the securities beneficially owned by certain operating units (collectively, the "Goldman Sachs Reporting
Units") of The Goldman Sachs Group, Inc. and its subsidiaries and affiliates (collectively, "GSG"). This filing does not
reflect securities, if any, beneficially owned by any operating units of GSG whose ownership of securities is disaggregated
from that of the Goldman Sachs Reporting Units in accordance with the Release.

F2: The Goldman Sachs Reporting Units disclaim beneficial ownership of the securities beneficially owned by (i) any client
accounts with respect to which the Goldman Sachs Reporting Units or their employees have voting or investment discretion or
both, or with respect to which there are limits on their voting or investment authority or both and (ii) certain investment
entities of which the Goldman Sachs Reporting Units act as the general partners, managing general partner or other manager,
to the extent interests in such entities are held by persons other than the Goldman Sachs Reporting Units.

F3: This statement is being filed by GS Investment Strategies, LLC ("GSIS"), FBDC Investors Offshore Holdings, L.P. ("FBDC"),
FBDC Advisors Offshore, Inc. ("FBDC Advisors"), Goldman Sachs Investment Partners Master Fund, L.P. ("GSIP Master"),
Goldman Sachs Investment Partners GP, LLC ("GSIP GP"), Goldman Sachs Investment Partners Private Opportunities Holdings,
L.P. ("GSIP Private Opportunities") and Goldman Sachs Investment Partners Private Opportunities Holdings Advisors, Inc.
("GSIP Advisors" and together with GSIS, FBDC, FBDC Advisors, GSIP Master, GSIP GP and GSIP Private Opportunities, the
"Reporting Persons").

F4: Pursuant to an underwriting agreement, dated May 17, 2012 (the "Underwriting Agreement"), and in connection with the
registered public offering (the "Offering") of shares of Class A common stock, par value $0.000006 (the "Common Stock"), of
Facebook, Inc. (the "Company"), FBDC sold 17,750,421 shares of Common Stock. The public offering price in the Offering was
$38.00 per share of Common Stock and the underwriting discount was $0.418 per share of Common Stock. Accordingly, FBDC sold
an aggregate of 17,750,421 shares of Common Stock and received a price per share of $37.582 (which is net of the
underwriting discount) for an aggregate amount of $667,096,322.022. Following such sale, FBDC beneficially owns directly
30,372,774 shares of Common Stock, which may be deemed to be beneficially owned indirectly by FBDC's general partner, FBDC
Advisors.

F5: Pursuant to the Underwriting Agreement, and in connection with the Offering, GSIP Master sold 958,522 shares of Common Stock.
The public offering price in the offering of Common Stock by the Company was $38.00 per share of Common Stock and the
underwriting discount was $0.418 per share of Common Stock. Accordingly, GSIP Master sold an aggregate of 958,522 shares of
Common Stock and received a price per share of $37.582 (which is net of the underwriting discount) for an aggregate amount
of $36,023,173.804. Following such sale, GSIP Master beneficially owns directly 1,640,130 shares of Common Stock, which may
be deemed to be beneficially owned indirectly by GSIP Master's general partner, GSIP GP.

F6: Pursuant to the Underwriting Agreement, and in connection with the Offering, GSIP Private Opportunities sold 372,758 shares
of Common Stock. The public offering price in the Offering was $38.00 per share of Common Stock and the underwriting
discount was $0.418 per share of Common Stock. Accordingly, GSIP Private Opportunities sold an aggregate of 372,758 shares
of Common Stock and received a price per share of $37.582 (which is net of the underwriting discount) for an aggregate
amount of $14,008,991.156. Following such sale, GSIP Private Opportunities beneficially owns directly 637,829 shares of
Common Stock, which may be deemed to be beneficially owned indirectly by GSIP Private Opportunities' general partner, GSIP
Advisors.

F7: GSIS may be deemed to beneficially own, indirectly, in the aggregate, all of the Common Stock owned directly by FBDC, GSIP
Master and GSIP Private Opportunities because GSIS is the investment manager of each of FBDC, GSIP Master and GSIP Private
Opportunities. In addition, affiliates of GSIS may be deemed to have an indirect pecuniary interest in the shares of Common
Stock held by FBDC and GSIP Private Opportunities by virtue of a profits interest based on the investment performance of
such shares.

F8: The Reporting Persons disclaim beneficial ownership of all shares of Common Stock in excess of their pecuniary interest, if
any, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any
pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for
any other purpose.