Meta Platforms, Inc. — Director's Dealing 2012

Dec 4, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2012-12-01

Reporting Person: GRAHAM DONALD (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-01	Class A Common Stock	C	20835	$0.00	Acquired	629999	Direct
2012-12-03	Class A Common Stock	S	6667	$27.4019	Disposed	623332	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-01	Restricted Stock Units (RSU)	$	M	20835	Disposed	2019-12-07	Class B Common Stock (20835)	Direct
2012-12-01	Class B Common Stock	$	M	20835	Acquired		Class A Common Stock (20835)	Direct
2012-12-01	Class B Common Stock	$	C	20835	Disposed		Class A Common Stock (20835)	Direct

Footnotes

F1: Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock in connection with the settlement of the restricted stock units ("RSUs") listed in Table II.

F2: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person for the sole purpose of covering the reporting person's tax liability in connection with the settlement of the RSUs listed in Table II.

F3: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.03 to $27.74 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (3).

F4: Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.

F5: 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 liquidity event-based vesting condition was satisfied on November 17, 2012. Pursuant to the terms of the RSU award, the service-based vesting condition was satisfied as to 1/4 of the total number of shares on April 1, 2010 and then 1/48th of the total number of shares vest monthly thereafter, subject to continued service through each vesting date.

F6: 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.

F7: The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.