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: Andreessen Marc L (Director)

Holdings (Derivative)

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

Footnotes

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

F2: The Class B Common Stock is convertible into the issuer's Class A Common Stock on a 1-for-1 basis and has no expiration date. 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 also become convertible into the issuer's Class A Common Stock on the same basis upon certain transfers of such shares.

F3: The reporting person is one of the Managing Members of AH Equity Partners II, L.L.C. ("AHEP"), which is the General Partner of Andreessen Horowitz Fund II, L.P. as nominee ("AH Fund"), and may be deemed to share voting and investment power over the securities held by AH Fund. The reporting person disclaims beneficial ownership over such securities except to the extent of his 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: The reporting person is one of the Managing Members of AHEP, 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, 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.