Meta Platforms, Inc. — Director's Dealing 2012

May 24, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2012-05-22

Reporting Person: DST USA II Ltd (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-22	Class A Common Stock	C	2104467	—	Acquired	27178393	Direct
2012-05-22	Class A Common Stock	S	27178393	$37.582	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-22	Series A Preferred Stock	$	C	17790052	Disposed		Class B Common Stock (17790052)	Direct
2012-05-22	Series E Preferred Stock	$	C	7507835	Disposed		Class B Common Stock (7507835)	Direct
2012-05-22	Class B Common Stock	$	C	25297887	Acquired		Class A Common Stock (25297887)	Direct
2012-05-22	Class B Common Stock	$	C	2104467	Disposed		Class A Common Stock (2104467)	Direct

Footnotes

F1: 17,790,052 shares of the Series A Preferred Stock and 7,507,835 shares of the Series E Preferred Stock, which were each convertible into shares of Class B Common Stock on a one-for-one basis at any time and had no expiration date, converted into 25,297,887 shares of Class B Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering.

F2: Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. Each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value (subject to certain exceptions). 2,104,467 shares of Class B Common Stock were converted on a 1-for-1 basis into shares of Class A Common Stock in connection with the sale of such shares in the initial public offering.

F3: Each share of Class A Common Stock was issued upon conversion of one share of Class B Common Stock.