Meta Platforms, Inc. — Director's Dealing 2013

Apr 16, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2013-04-15

Reporting Person: Spillane David (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-04-15	Class A Common Stock	C	1976	$0.00	Acquired	159792	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-04-15	Restricted Stock Units (RSU)	$	M	4133	Disposed	2021-03-24	Class B Common Stock (4133)	Direct
2013-04-15	Class B Common Stock	$	M	4133	Acquired		Class A Common Stock (4133)	Direct
2013-04-15	Class B Common Stock	$	F	2157	Disposed		Class A Common Stock (2157)	Direct
2013-04-15	Class B Common Stock	$	C	1976	Disposed		Class A Common Stock (1976)	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 $27.40 per share, which represented the closing price of the issuer's Class A Common Stock on April 12, 2013.

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

F3: Pursuant to the terms of the RSU award, the vesting condition was satisfied as to 1/5th of the total number of shares on January 15, 2012, and then 1/20th of the total number of shares vest quarterly thereafter, subject to continued service through each vesting date. The RSUs settle on the earliest of (i) December 31, 2013, (ii) an earlier date between January 1, 2013 and December 31, 2013 that may be specified by the issuer and (iii) the date of a change of control as defined int he issuer's stock plan. The issuer vested and settled the outstanding RSUs for which the vesting condition had been satisfied on February 1, 2013.

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.