Meta Platforms, Inc. — Director's Dealing 2013

Feb 5, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2013-02-01

Reporting Person: BREYER JAMES (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-01	Class A Common Stock	J	101722	$0.00	Disposed	0	Indirect
2013-02-01	Class A Common Stock	J	56518	$0.00	Disposed	0	Indirect
2013-02-01	Class A Common Stock	J	20425	$0.00	Acquired	10984169	Indirect
2013-02-01	Class A Common Stock	S	1007957	$30.1568	Disposed	9976212	Indirect
2013-02-01	Class A Common Stock	S	95726	$30.8304	Disposed	9880486	Indirect
2013-02-01	Class A Common Stock	S	82165	$30.1568	Disposed	622098	Indirect
2013-02-01	Class A Common Stock	S	7801	$30.8303	Disposed	614297	Indirect
2013-02-04	Class A Common Stock	S	1275820	$28.60	Disposed	8604666	Indirect
2013-02-04	Class A Common Stock	S	52309	$29.11	Disposed	8552357	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common (139144)	139144	Indirect
Class B Common Stock	$		Class A Common (15461)	15461	Indirect

Footnotes

F1: Transactions reported on this form represent pro rata distributions, and not a purchase or sale, of securities by Accel Meritech Associates III L.L.C. ("AMA III") and Accel Meritech Investors III L.L.C. ("AMI III") to their respective members without consideration.

F2: The reporting person is one of the Managing Members of AMA III, and may be deemed to share voting and investment power over the securities held by AMA III. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

F3: The reporting person is one of the Managing Members of AMI III, and may be deemed to share voting and investment power over the securities held by AMI III. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

F4: Shares held of record by James W. Breyer as Trustee of the James W. Breyer 2005 Trust dated March 25, 2005.

F5: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

F6: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.64 to $30.63 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 (6).

F7: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.64 to $31.00 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 (7).

F8: Shares held of record by James W. Breyer as Trustee of the James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011.

F9: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.07 to $29.0611 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 (9).

F10: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.07 to $29.16 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 (10)

F11: 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.