Meta Platforms, Inc. — Director's Dealing 2012

May 17, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2012-05-17

Reporting Person: Sandberg Sheryl (Chief Operating Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-17	Restricted Stock Units (RSU)	$	A	38122000	Acquired	2018-07-31	Class B Common Stock (38122000)	Direct

Footnotes

F1: Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.

F2: The RSUs were granted with both (a) a liquidity event-based vesting condition and (b) a service-based vesting condition, both of which conditions must be satisfied in order for the RSUs to vest. The issuer's IPO (as defined in fn 3) was declared effective on May 17, 2012; no RSUs will vest until the date that is six months after the IPO, at which time the liquidity event-based vesting condition will have been satisfied. The service-based vesting condition was satisfied as to 78% of the total shares underlying the RSUs on April 1, 2012. Between April 1, 2012 and April 1, 2013, an additional 1.833% of the total number of shares underlying the RSUs will vest per month, subject to continued service through each vesting date. The service-based vesting condition will be satisfied as to all of the shares underlying the RSUs on April 1, 2013.

F3: 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.