Meta Platforms, Inc. — Director's Dealing 2013

Nov 8, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2013-11-06

Reporting Person: Andreessen Marc L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-06	Class A Common Stock	C	178308	$0.00	Acquired	178308	Indirect
2013-11-06	Class A Common Stock	S	115356	$49.2199	Disposed	62952	Indirect
2013-11-06	Class A Common Stock	S	62952	$50.0728	Disposed	0	Indirect
2013-11-06	Class A Common Stock	S	660982	$49.2199	Disposed	2910449	Indirect
2013-11-06	Class A Common Stock	S	360710	$50.0728	Disposed	2549739	Indirect
2013-11-06	Class A Common Stock	J	1274870	$0.00	Disposed	1274869	Indirect
2013-11-06	Class A Common Stock	J	15991	$0.00	Acquired	3252493	Indirect
2013-11-06	Class A Common Stock	J	12528	$0.00	Acquired	12528	Indirect
2013-11-06	Class A Common Stock	J	12528	$0.00	Disposed	0	Indirect
2013-11-06	Class A Common Stock	J	3666	$0.00	Acquired	3256159	Indirect
2013-11-06	Class A Common Stock	J	135	$0.00	Acquired	135	Indirect
2013-11-06	Class A Common Stock	J	135	$0.00	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-11-06	Class B Common Stock	$	C	178308	Disposed		Class A Common Stock (178308)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	34084	Indirect

Footnotes

F1: The reporting person is one of the Managing Members of AH Equity Partners I, L.L.C., which is the General Partner of Andreessen Horowitz Fund I, L.P. as nominee ("AH Fund I"), and may be deemed to share voting and investment power over the securities held by AH Fund I. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein. 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.

F2: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $48.90 to $49.87 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 (2).

F3: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.90 to $50.26 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 (3).

F4: The reporting person is one of the Managing Members of AH Equity Partners II, L.L.C. ("AHEP II"), which is the General Partner of Andreessen Horowitz Fund II, L.P. as nominee ("AH Fund II"), and may be deemed to share voting and investment power over the securities held by AH Fund II. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein. 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.

F5: Transactions reported on this form represent pro rata distributions, and not a purchase or sale, of securities by AH Fund II to its partners for which it acts as nominee without consideration.

F6: The reporting person and JP Morgan Trust Company, NA are the Trustees of The Andreessen 1996 Living Trust.

F7: The reporting person is one of the Managing Members of AHEP II, and may be deemed to share voting and investment power over the securities held by AHEP II. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein. 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.

F8: Transactions reported on this form represent pro rata distributions, and not a purchase or sale, of securities by AHEP II to its members and assignees without consideration.

F9: The reporting person is one of the Managing Members of AH Capital Management, L.L.C. ("AHCM"), and may be deemed to share voting and investment power over the securities held by AHCM. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein. 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.

F10: Transactions reported on this form represent pro rata distributions, and not a purchase or sale, of securities by AHCM to its members and assignees without consideration.

F11: The reporting person and JP Morgan Trust Company, NA are the Trustees of The Andreessen 1996 Charitable Remainder Unitrust. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein. 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.

F12: 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.

F13: The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.