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: Sandberg Sheryl (Director, Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-01	Class A Common Stock	C	334213	$0.00	Acquired	16367010	Direct
2013-02-04	Class A Common Stock	S	169756	$28.9292	Disposed	16197254	Direct
2013-02-04	Class A Common Stock	S	6696	$29.01	Disposed	1778374	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-01	Restricted Stock Unit (RSU)	$	M	698900	Disposed	2018-07-31	Class B Common Stock (698900)	Direct
2013-02-01	Class B Common Stock	$	M	698900	Acquired		Class A Common Stock (698900)	Direct
2013-02-01	Class B Common Stock	$	F	364687	Disposed		Class A Common Stock (364687)	Direct
2013-02-01	Class B Common Stock	$	C	334213	Disposed		Class A Common Stock (334213)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	7780	Indirect

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 $30.97 per share, which represented the closing price of the issuer's Class A Common Stock on January 31, 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: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.75 to $29.12 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: Shares held of record by Sheryl K. Sandberg, Trustee of the Sheryl K. Sandberg 2008 Annuity Trust dated April 15, 2008.

F5: Shares held of record by Sheryl K. Sandberg, Trustee of the Sandberg-Goldberg Family Trust dated September 3, 2004.

F6: Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.

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 89% of the total shares underlying the RSUs on October 1, 2012, and then 1.833% of the total number of remaining shares vest monthly thereafter, subject to continued service through each vesting date.

F8: 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.

F9: 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.

F10: 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.