Meta Platforms, Inc. — Director's Dealing 2013

Jan 2, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2012-12-28

Reporting Person: Schroepfer Michael Todd (VP Engineering)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-28	Class A Common Stock	C	215000	$0.00	Acquired	1599813	Direct
2012-12-31	Class A Common Stock	S	55000	$26.4177	Disposed	1544813	Direct
2013-01-01	Class A Common Stock	C	25476	$0.00	Acquired	1570289	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-28	Stock Option (right to buy Class B Common Stock)	$1.854	M	215000	Disposed	2019-01-11	Class B Common Stock (215000)	Direct
2012-12-28	Class B Common Stock	$	M	215000	Acquired		Class A Common Stock (215000)	Direct
2012-12-28	Class B Common Stock	$	C	215000	Disposed		Class A Common Stock (215000)	Direct
2013-01-01	Restricted Stock Units (RSU)	$	M	19615	Disposed	2019-01-11	Class B Common Stock (19615)	Direct
2013-01-01	Class B Common Stock	$	M	19615	Acquired		Class A Common Stock (19615)	Direct
2013-01-01	Class B Common Stock	$	F	8776	Disposed		Class A Common Stock (8776)	Direct
2013-01-01	Class B Common Stock	$	C	10839	Disposed		Class A Common Stock (10839)	Direct
2013-01-01	Restricted Stock Units (RSU)	$	M	24965	Disposed	2019-01-11	Class B Common Stock (24965)	Direct
2013-01-01	Class B Common Stock	$	M	24965	Acquired		Class A Common Stock (24965)	Direct
2013-01-01	Class B Common Stock	$	F	10328	Disposed		Class A Common Stock (10328)	Direct
2013-01-01	Class B Common Stock	$	C	14637	Disposed		Class A Common Stock (14637)	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 exercise of vested stock options.

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 $26.19 to $26.94 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: 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 $26.63 per share, which represented the closing price of the issuer's Class A Common Stock on December 31, 2012.

F5: The option vested as to 1/5th of the total shares on August 25, 2009, after which 1/60th of the total shares vest monthly, subject to continued service through each vesting date. In connection with certain estate planning transfers, options to purchase an aggregate of 800,000 vested shares are held by Michael T. Schroepfer, Trustee of the Michael T. Schroepfer Annuity Trust u/a/d 6/27/11, Erin Hoffman, Trustee of The Erin Hoffman 2011 Annuity Trust u/a/d 6/27/11 and Michael Schroepfer and Erin Hoffman, Co-Trustees of the HS Trust u/a/d 9/28/11.

F6: 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.

F7: Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.

F8: 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.

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.

F11: 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.