Meta Platforms, Inc. — Director's Dealing 2013

Aug 15, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2013-08-13

Reporting Person: Stretch Colin (VP, Gen. Counsel & Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-08-13	Class A Common Stock	S	2287	$38.23	Disposed	116545	Direct
2013-08-15	Class A Common Stock	C	3985	$0.00	Acquired	120530	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-08-15	Restricted Stock Unit (RSU)	$	M	8335	Disposed	2020-05-19	Class B Common Stock (8335)	Direct
2013-08-15	Class B Common Stock	$	M	8335	Acquired		Class A Common Stock (8335)	Direct
2013-08-15	Class B Common Stock	$	F	4350	Disposed		Class A Common Stock (4350)	Direct
2013-08-15	Class B Common Stock	$	C	3985	Disposed		Class A Common Stock (3985)	Direct

Footnotes

F1: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

F2: 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 $36.64 per share, which represented the closing price of the issuer's Class A Common Stock on August 14, 2013.

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 condition was satisfied on November 17, 2012. The service-based condition was satisfied as to 1/4th of the total number of shares on February 15, 2011 and then an additional 1/48th 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 and withholding and remittance obligations in connection with the net settlement of 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 RSUs.