Meta Platforms, Inc. — Director's Dealing 2012

Nov 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2012-10-31

Reporting Person: Sandberg Sheryl (Director, Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-31	Class A Common Stock	C	7780	$0.00	Acquired	7780	Indirect
2012-10-31	Class A Common Stock	C	1892206	$0.00	Acquired	1892206	Indirect
2012-10-31	Class A Common Stock	S	13392	$20.79	Disposed	1878814	Indirect
2012-10-31	Class A Common Stock	S	339512	$21.0958	Disposed	17754873	Direct
2012-11-01	Class A Common Stock	C	372653	$0.00	Acquired	18127526	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-10-31	Class B Common Stock	$	C	7780	Disposed		Class A Common Stock (7780)	Indirect
2012-10-31	Class B Common Stock	$	C	1892206	Disposed		Class A Common Stock (1892206)	Indirect
2012-11-01	Restricted Stock Units (RSU)	$	M	698900	Disposed	2018-07-31	Class B Common Stock (698900)	Direct
2012-11-01	Class B Common Stock	$	M	698900	Acquired		Class A Common Stock (698900)	Direct
2012-11-01	Class B Common Stock	$	F	326247	Disposed		Class A Common Stock (326247)	Direct
2012-11-01	Class B Common Stock	$	C	372653	Disposed		Class A Common Stock (372653)	Direct

Footnotes

F1: Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock at the election of the holder.

F2: Shares held of record by Sheryl K. Sandberg, Trustee of the Sandberg-Goldberg Family Trust dated September 3, 2004.

F3: Shares held of record by Sheryl K. Sandberg, Trustee of the Sheryl K. Sandberg 2008 Annuity Trust dated April 15, 2008.

F4: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the holder on July 31, 2012.

F5: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.74 to $21.31 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 (5).

F6: Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock in connection with the net settlement of restricted stock units (the "RSUs") listed in Table II, based on a price of $21.115 per share, which represented the closing price of the issuer's Class A Common Stock on October 31, 2012.

F7: 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.

F8: The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.

F9: Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.

F10: 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 service-based vesting condition was satisfied as to 89% of the total shares underlying the RSUs on October 1, 2012, and then 1.833% of the total number of remaining shares vest monthly thereafter, subject to continued service through each vesting date. The liquidity event-based vesting condition is satisfied six months after the issuer's initial public offering, which was declared effective on May 17, 2012. Under settlement procedures applicable to the RSUs, the issuer is permitted to deliver the underlying shares within 30 days before or after the date on which the liquidity event-based condition is satisfied.

F11: Represents shares of Class B Common Stock that have been withheld by the issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the RSUs, and does not represent a sale by the reporting person.

F12: Represents shares of Class B Common Stock that have been converted to Class A Common Stock in connection with the net settlement of the RSUs.