Meta Platforms, Inc. — Director's Dealing 2012

Nov 20, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2012-11-17

Reporting Person: Andreessen Marc L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-17	Class A Common Stock	C	5247490	$0.00	Acquired	5543069	Indirect
2012-11-19	Class A Common Stock	S	2013800	$23.3748	Disposed	3529269	Indirect
2012-11-19	Class A Common Stock	S	296145	$23.9325	Disposed	3233124	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-17	Restricted Stock Units (RSU)	$	M	5247490	Disposed	2018-06-29	Class B Common Stock (5247490)	Direct
2012-11-17	Class B Common Stock	$	M	5247490	Acquired		Class A Common Stock (5247490)	Indirect
2012-11-17	Class B Common Stock	$	C	5247490	Disposed		Class A Common Stock (5247490)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	3571431	Indirect
Class A Common Stock	13626	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (178308)	178308	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 settlement of the restricted stock units ("RSUs") listed in Table II.

F2: The reporting person and JP Morgan Trust Company, NA are the Trustees of The Andreessen 1996 Living Trust.

F3: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan established for the sole purpose of covering the reporting person's tax liability in connection with the settlement of the RSUs listed in Table II.

F4: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.85 to $23.83 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (4).

F5: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.85 to $24.06 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (5).

F6: The reporting person is one of the Managing Members of AH Equity Partners II, L.L.C., which is the General Partner of Andreessen Horowitz Fund II, L.P. as nominee ("AH Fund II"), and may be deemed to share voting and investment power over the securities held by AH Fund II. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein. 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 and JP Morgan Trust Company, NA are the Trustees of The Andreessen 1996 Charitable Remainder Unitrust. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein. 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: Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.

F9: 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 liquidity event-based vesting condition was satisfied on November 17, 2012 and the service-based vesting condition was satisfied on July 30, 2012.

F10: 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.

F11: Pursuant to the terms of the RSU agreement, the shares of Class B Common Stock that are issued in connection with the settlement of the RSUs are issued to The Andreessen 1996 Living Trust.

F12: The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.

F13: The reporting person is one of the Managing Members of AH Equity Partners I, L.L.C., which is the General Partner of Andreessen Horowitz Fund I, L.P. as nominee ("AH Fund I"), and may be deemed to share voting and investment power over the securities held by AH Fund I. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein. 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.