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: HASTINGS REED (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-01	Class A Common Stock	C	7500	$0.00	Acquired	54062	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-01	Restricted Stock Unit (RSU)	$	M	7500	Disposed	2021-06-21	Class B Common Stock (7500)	Direct
2013-02-01	Class B Common Stock	$	M	7500	Acquired		Class A Common Stock (7500)	Direct
2013-02-01	Class B Common Stock	$	C	7500	Disposed		Class A Common Stock (7500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	47846	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 settlement of the restricted stock units (the "RSUs") listed in Table II.

F2: 47,846 shares were previously reported as directly owned, which shares were previously purchased by the Hastings-Quillin Family Trust and which shares are reported separately in this Form 4.

F3: Shares held of record by Reed Hastings and Patty Quillin, co-Trustees of the Hastings-Quillin Family Trust.

F4: Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.

F5: Pursuant to the terms of the RSU award, the vesting condition was satisfied as to 1/4 of the total number of shares on July 15, 2012, and then 1/16th 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 in the issuer's stock plan. The issuer vested and settled the outstanding RSUs for which the vesting condition had been satisfied on February 1, 2013.

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