Meta Platforms, Inc. — Director's Dealing 2013

Jun 4, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2013-06-01

Reporting Person: Schroepfer Michael Todd (Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-06-01	Class A Common Stock	C	21317	$0.00	Acquired	1197443	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-06-01	Restricted Stock Unit (RSU)	$	M	24965	Disposed	2019-01-11	Class B Common Stock (24965)	Direct
2013-06-01	Class B Common Stock	$	M	24965	Acquired		Class A Common Stock (24965)	Direct
2013-06-01	Class B Common Stock	$	F	13027	Disposed		Class A Common Stock (13027)	Direct
2013-06-01	Class B Common Stock	$	C	11938	Disposed		Class A Common Stock (11938)	Direct
2013-06-01	Restricted Stock Unit (RSU)	$	M	19615	Disposed	2019-01-11	Class B Common Stock (19615)	Direct
2013-06-01	Class B Common Stock	$	M	19615	Acquired		Class A Common Stock (19615)	Direct
2013-06-01	Class B Common Stock	$	F	10236	Disposed		Class A Common Stock (10236)	Direct
2013-06-01	Class B Common Stock	$	C	9379	Disposed		Class A Common Stock (9379)	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 $24.35 per share, which represented the closing price of the issuer's Class A Common Stock on May 31, 2013.

F2: Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.

F3: 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 1/5th of the total number of shares on September 1, 2009 and then 1/60th of the total number of shares vest monthly thereafter, subject to continued service through each vesting date.

F4: 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.

F5: 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.

F6: 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.

F7: 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 1/5th of the total number of shares on November 1, 2009 and then 1/60th of the total number of shares vest monthly thereafter, subject to continued service through each vesting date.