Meta Platforms, Inc. — Director's Dealing 2012

May 22, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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: Bischof George (10% Owner)
Reporting Person: Ward Rob (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-22	Class A Common Stock	C	6873496	—	Acquired	6873496	Indirect
2012-05-22	Class A Common Stock	S	6873496	$37.58	Disposed	0	Indirect
2012-05-22	Class A Common Stock	C	125284	—	Acquired	125284	Indirect
2012-05-22	Class A Common Stock	S	125284	$37.58	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-22	Series C Convertible Preferred Stock	$	C	34367483	Disposed		Class B Common Stock (34367483)	Indirect
2012-05-22	Series C Convertible Preferred Stock	$	C	626420	Disposed		Class B Common Stock (626420)	Indirect
2012-05-22	Class B Common Stock	$	C	6873496	Disposed		Class A Common Stock (6873496)	Indirect
2012-05-22	Class B Common Stock	$	C	125284	Disposed		Class A Common Stock (125284)	Indirect

Footnotes

F1: Each share of Class A Common Stock was issued upon conversion of one share of Class B Common Stock.

F2: Each share of Class B Common Stock is convertible at any time (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: The reported securities are held of record by Meritech Capital Partners III L.P. ("MCP III"). Meritech Capital Associates III L.L.C., the general partner of MCP III, has sole voting and dispositive power with respect to the securities held by MCP III. The managing member of Meritech Capital Associates III L.L.C. is Meritech Management Associates III L.L.C. Paul S. Madera, Michael B. Gordon, Robert D. Ward and George H. Bischof, the managing members of Meritech Management Associates III L.L.C., share voting and dispositive power with respect to the shares held by MCP III. Such persons and entities disclaim beneficial ownership of the securities held by MCP III except to the extent of any pecuniary interest therein.

F4: The reported securities are held of record by Meritech Capital Affiliates III L.P ("MCA III"). Meritech Capital Associates III L.L.C., the general partner of MCA III, has sole voting and dispositive power with respect to the securities held by MCA III. The managing member of Meritech Capital Associates III L.L.C. is Meritech Management Associates III L.L.C. Paul S. Madera, Michael B. Gordon, Robert D. Ward and George H. Bischof, the managing members of Meritech Management Associates III L.L.C., share voting and dispositive power with respect to the shares held by MCA III. Such persons and entities disclaim beneficial ownership of the securities held by MCA III except to the extent of any pecuniary interest therein.

F5: Each share of the issuer's Series C Convertible Preferred Stock automatically converted into 1.004909 shares of the issuer's Class B Common Stock on May 22, 2012 in connection with the closing of the issuer's sale of its Class A Common Stock in its firm commitment initial public offering pursuant to a registration statement on Form S-1 (File No. 333-179287) under the Securities Act of 1933, as amended, and had no expiration date.