Meta Platforms, Inc. — Director's Dealing 2012

May 17, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

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

Reporting Person: Meritech Management Associates III L.L.C. (10% Owner)
Reporting Person: Meritech Capital Associates III L.L.C. (10% Owner)
Reporting Person: Meritech Capital Partners III LP (10% Owner)
Reporting Person: MERITECH CAPITAL AFFILIATES III L P (10% Owner)
Reporting Person: MADERA PAUL S (10% Owner)
Reporting Person: GORDON MICHAEL B (10% Owner)
Reporting Person: Ward Rob (10% Owner)
Reporting Person: Bischof George (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series C Convertible Preferred Stock	$		Class B Common Stock (34367483)		Indirect
Series C Convertible Preferred Stock	$		Class B Common Stock (626420)		Indirect
Class B Common Stock	$		Class A Common Stock (5265340)		Indirect
Class B Common Stock	$		Class A Common Stock (95980)		Indirect

Footnotes

F1: Each share of the issuer's Series C Convertible Preferred Stock will automatically be converted into 1.00491 shares of the issuer's Class B Common Stock immediately upon the closing of issuer's IPO (as defined in FN 2) and has no expiration date.

F2: Upon the closing of the issuer's sale of its Class A Common Stock in its firm commitment underwritten initial public offering pursuant to a registration statement on Form S-1 (File No. 333-179287) under the Securities Act of 1933, as amended (the "IPO"), the Class B Common Stock will become convertible (a) at the holder's option or (b) upon certain transfers of such shares, into the issuer's Class A Common Stock on a 1-for-1 basis and has no expiration date.

F3: Shares held directly by Meritech Capital Partners III L.P. ("MCP III"). Meritech Management Associates III L.L.C. (the managing member of Meritech Capital Associates III L.L.C., which serves as the general partner of MCP III) and Paul Madera, Michael Gordon, Rob Ward and George Bischof (the managing members of Meritech Management Associates III L.L.C.) may be deemed to share voting and dispositive power over the shares held by MCP III. Such persons and entities disclaim beneficial ownership of shares held by MCP III except to the extent of any pecuniary interest therein, and 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.

F4: Shares held directly by Meritech Capital Partners III L.P. ("MCA III"). Meritech Management Associates III L.L.C. (the managing member of Meritech Capital Associates III L.L.C., which serves as the general partner of MCA III) and Paul Madera, Michael Gordon, Rob Ward and George Bischof (the managing members of Meritech Management Associates III L.L.C.) may be deemed to share voting and dispositive power over the shares held by MCA III. Such persons and entities disclaim beneficial ownership of shares held by MCA III except to the extent of any pecuniary interest therein, and 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.