Meta Platforms, Inc. — Director's Dealing 2013

Aug 16, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2012-11-19

Reporting Person: EBERSMAN DAVID A (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-19	Class A Common Stock	G	2283030	$0.00	Disposed	0	Direct
2012-11-19	Class A Common Stock	G	2283030	$0.00	Acquired	2283030	Indirect
2012-12-19	Class A Common Stock	G	59984	$0.00	Disposed	0	Direct
2012-12-19	Class A Common Stock	G	59984	$0.00	Acquired	2343014	Indirect
2012-12-20	Class A Common Stock	G	108090	$0.00	Disposed	2234924	Indirect
2012-12-20	Class A Common Stock	G	108090	$0.00	Acquired	108090	Indirect
2013-01-31	Class A Common Stock	G	116000	$0.00	Disposed	2118924	Indirect
2013-01-31	Class A Common Stock	G	116000	$0.00	Acquired	174367	Direct
2013-07-31	Class A Common Stock	G	200000	$0.00	Disposed	1918924	Indirect
2013-07-31	Class A Common Stock	G	200000	$0.00	Acquired	271471	Direct
2013-08-14	Class A Common Stock	S	11700	$36.83	Disposed	36371	Direct
2013-08-15	Class A Common Stock	S	11700	$36.36	Disposed	24671	Direct
2013-08-15	Class A Common Stock	C	53797	$0.00	Acquired	78468	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-08-15	Restricted Stock Units (RSU)	$	M	112500	Disposed	2019-10-25	Class B Common Stock (112500)	Direct
2013-08-15	Class B Common Stock	$	M	112500	Acquired		Class A Common Stock (112500)	Direct
2013-08-15	Class B Common Stock	$	F	58703	Disposed		Class A Common Stock (58703)	Direct
2013-08-15	Class B Common Stock	$	C	53797	Disposed		Class A Common Stock (53797)	Direct

Footnotes

F1: This transaction represents the transfer of shares for the purposes of estate planning, and not a purchase or sale, of securities by David Ebersman to The Ebersman Family Trust UA DTD 5/29/02, David A. Ebersman and Michelle Ebersman, Trustees.

F2: Shares held of record by The Ebersman Family Trust UA DTD 5/29/02, David A. Ebersman and Michelle Ebersman, Trustees.

F3: This transaction represents the transfer of shares for the purposes of estate planning, and not a purchase or sale, of securities by The Ebersman Family Trust UA DTD 5/29/02, David A. Ebersman and Michelle Ebersman, Trustees to The Ebersman Family 2012 Irrevocable Trust, David A. Ebersman and Michelle Ebersman, Trustees, the beneficiaries of which include the reporting person's minor children.

F4: Shares held of record by The Ebersman Family 2012 Irrevocable Trust, David A. Ebersman and Michelle Ebersman, Trustees, the beneficiaries of which include the reporting person's minor children.

F5: This transaction represents the transfer of shares for the purposes of estate planning, and not a purchase or sale, of securities by The Ebersman Family Trust UA DTD 5/29/02, David A. Ebersman and Michelle Ebersman, Trustees to David Ebersman.

F6: Subsequent to this transaction, the reporting person sold an additional 223,400 shares of Class A Common Stock as reported on a Form 4 filed with the SEC on 8/2/2013.

F7: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

F8: 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.

F9: Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.

F10: 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. The service-based vesting condition was satisfied as to 1/5th of the total number of shares on September 15, 2010 and then 1/60th of the total number of shares vest monthly thereafter, subject to continued service through each vesting date.

F11: 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.

F12: 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.

F13: 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.