Meta Platforms, Inc. — Director's Dealing 2013

Feb 20, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2013-02-15

Reporting Person: Schroepfer Michael Todd (VP Engineering)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-15	Class A Common Stock	C	8966	$0.00	Acquired	1334562	Direct
2013-02-19	Class A Common Stock	S	7857	$28.94	Disposed	1326705	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-15	Restricted Stock Unit (RSU)	$	M	18750	Disposed	2019-08-25	Class B Common Stock (18750)	Direct
2013-02-15	Class B Common Stock	$	M	18750	Acquired		Class A Common Stock (18750)	Direct
2013-02-15	Class B Common Stock	$	F	9784	Disposed		Class A Common Stock (9784)	Direct
2013-02-15	Class B Common Stock	$	C	8966	Disposed		Class A Common Stock (8966)	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 net settlement of restricted stock units (the "RSUs") listed in Table II, based on a price of $28.50 per share, which represented the closing price of the issuer's Class A Common Stock on February 14, 2013.

F2: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

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

F4: 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. The service-based vesting condition was satisfied as to 1/5th of the total number of shares on July 15, 2010 and then 1/60th of the total number of shares vest monthly thereafter, subject to continued service through each vesting date.

F5: 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.

F6: 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.

F7: 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.