Meta Platforms, Inc. — Director's Dealing 2012

May 17, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

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

Reporting Person: HASTINGS REED (Director)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units (RSU)	$	2021-06-21	Class B Common Stock (20000)		Direct

Footnotes

F1: The RSUs vest as to 1/4th of the total shares on July 15, 2012, after which 1/16th of the total shares vest quarterly, subject to continued service through each vesting date. None of the RSUs will settle until the earliest of (i) December 31, 2013, (ii) an earlier date between January 1, 2013 and December 31, 2013 that may be specified by the issuer and (iii) the date of a change of control as defined in the issuer's stock plan.

F2: 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 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.

F3: Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.