Meta Platforms, Inc. — Director's Dealing 2012

Nov 15, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: BREYER JAMES (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-13	Class A Common Stock	J	152583	$0.00	Acquired	152583	Indirect
2012-11-13	Class A Common Stock	J	84777	$0.00	Acquired	84777	Indirect
2012-11-14	Class A Common Stock	J	6913883	$0.00	Disposed	49698765	Indirect
2012-11-14	Class A Common Stock	J	737699	$0.00	Disposed	5294863	Indirect
2012-11-14	Class A Common Stock	J	644576	$0.00	Disposed	4632980	Indirect
2012-11-14	Class A Common Stock	C	26052	$0.00	Acquired	26052	Indirect
2012-11-14	Class A Common Stock	J	26052	$0.00	Disposed	0	Indirect
2012-11-14	Class A Common Stock	C	38169	$0.00	Acquired	38169	Indirect
2012-11-14	Class A Common Stock	J	38169	$0.00	Disposed	0	Indirect
2012-11-14	Class A Common Stock	C	1955358	$0.00	Acquired	1955358	Indirect
2012-11-14	Class A Common Stock	J	1955358	$0.00	Disposed	0	Indirect
2012-11-14	Class A Common Stock	J	152583	$0.00	Disposed	0	Indirect
2012-11-14	Class A Common Stock	J	84777	$0.00	Disposed	0	Indirect
2012-11-14	Class A Common Stock	J	530141	$0.00	Acquired	7715792	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-14	Class B Common Stock	$	C	26052	Disposed		Class A Common Stock (26052)	Indirect
2012-11-14	Class B Common Stock	$	C	38169	Disposed		Class A Common Stock (38169)	Indirect
2012-11-14	Class B Common Stock	$	C	1955358	Disposed		Class A Common Stock (1955358)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	704263	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (139144)	139144	Indirect
Class B Common Stock	$		Class A Common Stock (15461)	15461	Indirect

Footnotes

F1: Transactions reported on this form represent pro rata distributions, and not a purchase or sale, of securities by Meritech Capital Associates III L.L.C. and Meritech Capital Affiliates III L.P. to their respective general and limited partners or members without consideration.

F2: The reporting person is one of the Managing Members of Accel Meritech Associates III L.L.C. ("AMA III"), and may be deemed to share voting and investment power over the securities held by AMA III. 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.

F3: The reporting person is one of the Managing Members of Accel Meritech Investors III L.L.C. ("AMI III"), and may be deemed to share voting and investment power over the securities held by AMA III. 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: Transactions reported on this form represent pro rata distributions, and not a purchase or sale, of securities by Accel IX L.P. ("Accel IX"), Accel IX Strategic Partners L.P. ("Accel SP"), Accel Investors 2005 L.L.C. ("Accel 2005"), Accel Growth Fund Investors 2009 L.L.C. ("Accel Growth 2009"), Accel Growth Fund Strategic Partners L.P. ("Accel Growth SP"), and Accel Growth Fund L.P. ("Accel Growth") to their respective limited and general partners or members without consideration. Distribution transactions were executed pursuant to a plan established in compliance with the requirements of Rule 10b5-1.

F5: Accel IX Associates L.L.C. ("A9A"), which is the General Partner of Accel IX, has sole voting and investment power over the securities held by Accel IX. A9A disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, the reporting person is one of the Managing Members of A9A and may be deemed to share voting and investment power over the shares held of record by Accel IX. The reporting person disclaims beneficial ownership of 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.

F6: A9A, which is the General Partner of Accel SP, has sole voting and investment power over the securities held by Accel SP. A9A disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, the reporting person is one of the Managing Members of A9A and may be deemed to share voting and investment power over the shares held of record by Accel SP. 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.

F7: The reporting person is one of the Managing Members of Accel 2005, and may be deemed to share voting and investment power over the securities held by Accel 2005. 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.

F8: The reporting person is one of the Managing Members of Accel Growth 2009, and may be deemed to share voting and investment power over the securities held by Accel Growth 2009. 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.

F9: Accel Growth Fund Associates L.L.C ("AGFA"), which is the General Partner of Accel Growth SP, has sole voting and investment power over the securities held by Accel Growth SP. AGFA disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, the reporting person is one of the Managing Members of AGFA and may be deemed to share voting and investment power over the shares held of record by Accel Growth SP. 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.

F10: AGFA, which is the General Partner of Accel Growth, has sole voting and investment power over the securities held by Accel Growth. AGFA disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, the reporting person is one of the Managing Members of AGFA and may be deemed to share voting and investment power over the shares held of record by Accel Growth. 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.

F11: Transactions reported on this form represent pro rata distributions, and not a purchase or sale, of securities by AMA III and AMI III to their respective members without consideration.

F12: The shares reported on this form represent pro rata distributions, and not a purchase or sale, of securities by Accel IX, Accel SP, Accel 2005, Accel Growth 2009, Accel Growth SP, Accel Growth, AMA III and AMI III to their respective general and limited partners or members without consideration.

F13: Shares held of record by James W. Breyer as Trustee of the James W. Breyer 2005 Trust dated March 25, 2005.

F14: Shares held of record by James W. Breyer as Trustee of the James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011.

F15: 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.

F16: The shares of Class B Common Stock automatically converted into Class A Common Stock on a 1-for-1 basis in connection with the transfer of such shares.