Meta Platforms, Inc. — Director's Dealing 2012

Nov 14, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2012-11-13

Reporting Person: Andreessen Marc L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-13	Class A Common Stock	C	1604776	$0.00	Acquired	1604776	Indirect
2012-11-13	Class A Common Stock	J	1604776	$0.00	Disposed	0	Indirect
2012-11-13	Class A Common Stock	C	3571431	$0.00	Acquired	3571431	Indirect
2012-11-13	Class A Common Stock	C	3035700	$0.00	Acquired	3035700	Indirect
2012-11-13	Class A Common Stock	J	3035700	$0.00	Disposed	0	Indirect
2012-11-13	Class A Common Stock	J	466125	$0.00	Acquired	466125	Indirect
2012-11-13	Class A Common Stock	J	466125	$0.00	Disposed	0	Indirect
2012-11-13	Class A Common Stock	J	159675	$0.00	Acquired	159675	Indirect
2012-11-13	Class A Common Stock	J	159675	$0.00	Disposed	0	Indirect
2012-11-13	Class A Common Stock	J	9509	$0.00	Acquired	9509	Indirect
2012-11-13	Class A Common Stock	J	9509	$0.00	Disposed	0	Indirect
2012-11-13	Class A Common Stock	J	7755	$0.00	Acquired	13626	Indirect
2012-11-13	Class A Common Stock	J	295579	$0.00	Acquired	295579	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-13	Class B Common Stock	$	C	1604776	Disposed		Class A Common Stock (1604776)	Indirect
2012-11-13	Class B Common Stock	$	C	3571431	Disposed		Class A Common Stock (3571431)	Indirect
2012-11-13	Class B Common Stock	$	C	3035700	Disposed		Class A Common Stock (3035700)	Indirect

Footnotes

F1: The reporting person is one of the Managing Members of AH Equity Partners I, L.L.C. ("AHEP I"), which is the General Partner of Andreessen Horowitz Fund I, L.P. as nominee ("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.

F2: Transactions reported on this form represent pro rata distributions, and not a purchase or sale, of securities by AH Fund I to general and limited partners of funds for which it acts as nominee without consideration.

F3: 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.

F4: 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.

F5: Transactions reported on this form represent pro rata distributions, and not a purchase or sale, of securities by FBAH to its general and limited partners without consideration.

F6: The shares reported on this form represent pro rata distributions, and not a purchase or sale, of securities by AH Fund I to general and limited partners of funds for which it acts as nominee without consideration.

F7: The reporting person is one of the Managing Members of AHEP I, and may be deemed to share voting and investment power over the securities held by AHEP 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.

F8: Transactions reported on this form represent pro rata distributions, and not a purchase or sale, of securities by AHEP I to its members and assignees without consideration.

F9: The shares reported on this form represent pro rata distributions, and not a purchase or sale, of securities by FBAH to its general and limited partners without consideration.

F10: The reporting person is one of the Managing Members of AHEP II, and may be deemed to share voting and investment power over the securities held by AHEP 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.

F11: Transactions reported on this form represent pro rata distributions, and not a purchase or sale, of securities by AHEP II to its members and assignees without consideration. See also footnote (3) above.

F12: The shares reported on this form represent pro rata distributions, and not a purchase or sale, of securities by AH Fund I to general and limited partners of funds for which it acts as nominee, and by AHEP II to its members and assignees, without consideration.

F13: The reporting person is one of the Managing Members of AH Capital Management, L.L.C. ("AHCM"), and may be deemed to share voting and investment power over the securities held by AHCM. 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.

F14: Transactions reported on this form represent pro rata distributions, and not a purchase or sale, of securities by AHCM to its members and assignees without consideration.

F15: The shares reported on this form represent pro rata distributions, and not a purchase or sale, of securities by Greylock XII Limited Partnership to its general and limited partners without consideration.

F16: 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.

F17: The shares reported on this form represent pro rata distributions, and not a purchase or sale, of securities by AH Fund I to general and limited partners of funds for which it acts as nominee, and by each of AHEP I and AHEP II to its members and assignees, without consideration.

F18: The reporting person and JP Morgan Trust Company, NA are the Trustees of The Andreessen 1996 Living Trust.

F19: 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.

F20: The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.