Meta Platforms, Inc. — Director's Dealing 2012

Sep 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2012-08-31

Reporting Person: Andreessen Marc L (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-31	Class B Common Stock	$	A	1783084	Acquired		Class A Common Stock (1783084)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	5871	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (3571431)	3571431	Indirect
Class B Common Stock	$		Class A Common Stock (3035700)	3035700	Indirect

Footnotes

F1: 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.

F2: 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.

F3: Shares received in exchange for 1,731,301 shares of Instagram, Inc. ("Instagram") common stock in connection with the merger of Instagram into the issuer (the "Merger"), the Merger consideration of which consisted of shares of the issuer's Class B Common Stock and cash. On the effective date of the Merger, the closing price of the issuer's Class A Common Stock (into which the Class B Common Stock is convertible) was $18.058 per share. Of the 1,783,084 shares of Class B Common Stock issued to Andreessen Horowitz Fund I, L.P. as nominee ("AH Fund I") in the Merger, 178,308 shares are currently being held in escrow and are subject to forfeiture during the escrow period to satisfy claims arising as a result of, among other things, Instagram's breach of any of its representations and warranties or covenants and agreements set forth in the amended and restated merger agreement dated April 20, 2012.

F4: The reporting person is one of the Managing Members of AH Equity Partners I, L.L.C., which is the General Partner of 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.

F5: The reporting person is one of the Managing Members of AH Equity Partners II, L.L.C. ("AHEP II"), 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.

F6: The reporting person is one of the Managing Members of AHEP II, which is the General Partner of FBAH, L.P. ("FBAH"), and may be deemed to share voting and investment power over the securities held by FBAH. 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.