Meta Platforms, Inc. — Director's Dealing 2014

Jun 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2014-06-01

Reporting Person: Cox Christopher K (Chief Product Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-01	Class A Common Stock	C	11371	$0.00	Acquired	586222	Direct
2014-06-02	Class A Common Stock	S	5936	$63.22	Disposed	580286	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-06-01	Restricted Stock Unit (RSU)	$	M	11371	Disposed	2019-08-25	Class B Common Stock (11371)	Direct
2014-06-01	Class B Common Stock	$	M	11371	Acquired		Class A Common Stock (11371)	Direct
2014-06-01	Class B Common Stock	$	C	11371	Disposed		Class A Common Stock (11371)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	144224	Indirect
Class A Common Stock	29216	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") in Table II.

F2: Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person.

F3: Shares held of record by Christopher Cox, Trustee of the Christopher K. Cox Revocable Trust.

F4: Shares held of record by Christopher Cox, Trustee of the Christopher K. Cox 2009 Annuity Trust.

F5: Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.

F6: The RSUs vest as to 1/48th of the total number of shares monthly, beginning on September 1, 2013.

F7: 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.

F8: The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.