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Meta Platforms, Inc. Director's Dealing 2012

May 24, 2012

29738_dirs_2012-05-24_7239a863-9504-4b23-9d85-8df1eadb7783.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: DST USA Ltd (10% Owner)
Reporting Person: DST Holdings Ltd (10% Owner)
Reporting Person: United Venture Ltd (10% Owner)
Reporting Person: Orland Properties Ltd (10% Owner)
Reporting Person: Channel Trustees Ltd as trustee of the Yury Milner Trust (10% Owner)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-05-22 Class A Common Stock C 5875646 Acquired 9821228 Direct
2012-05-22 Class A Common Stock S 9821228 $37.582 Disposed 0 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-05-22 Series A Preferred Stock $ C 3630428 Disposed Class B Common Stock (3630428) Direct
2012-05-22 Class B Common Stock $ C 3630428 Acquired Class A Common Stock (3630428) Direct
2012-05-22 Series E Preferred Stock $ C 7169880 Disposed Class B Common Stock (7169880) Direct
2012-05-22 Class B Common Stock $ C 7169880 Acquired Class A Common Stock (7169880) Direct
2012-05-22 Class B Common Stock $ C 5875646 Disposed Class A Common Stock (5875646) Direct

Footnotes

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

F2: The Series A Preferred Stock and Series E Preferred Stock automatically converted into shares of Class B Common Stock on a 1-for-1 basis in connection with consummation of the initial public offering. 5,875,646 shares of Class B Common Stock were converted on a 1-for-1 basis into shares of Class A Common Stock in connection with the sale of such shares in the initial public offering. The Class B Common Stock is convertible on a 1-for-1 basis into shares of Class A Common stock (i) at any time at the option of the holder, and (ii) mandatorily upon the occurrence of specified events.

F3: These shares are owned directly by DST USA Limited, whose majority ordinary shareholder is DST Holdings Limited, whose majority ordinary shareholder is United Venture Limited, a wholly-owned subsidiary of Orland Properties Limited, which is controlled by The Yury Milner Trust. Each reporting person other than DST USA Limited and The Yury Milner Trust may be deemed to have an indirect pecuniary interest in the shares but disclaims beneficial ownership.

F4: No expiration date.