Meta Platforms, Inc. — Director's Dealing 2014

Jul 23, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2014-07-21

Reporting Person: THIEL PETER (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-07-21	Class B Common Stock	$	A	416308	Acquired		Class A Common Stock (416308)	Indirect
2014-07-21	Class B Common Stock	$	A	133637	Acquired		Class A Common Stock (133637)	Indirect

Footnotes

F1: 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.

F2: Shares received in exchange for 37,476 shares of Oculus VR, Inc. ("Oculus") common stock in connection with the acquisition of Oculus by the issuer (the "Merger"), the consideration of which consisted of shares of the issuer's Class B Common Stock and cash. On the effective date of the Merger, the closing price of the issuer's common stock was $69.40 per share. Of the shares of Class B Common Stock to be received by The Founders Fund IV, LP ("FF IV"), in the Merger, 41,631 shares are currently being held in escrow and are subject to forfeiture during the escrow period stated to satisfy claims arising as a result of, among other things, Oculus' breach of any of its representations and warranties or covenants and agreements set forth in the amended and restated merger agreement dated April 21, 2014.

F3: The reporting person is one of the Managers of The Founders Fund IV Management, LLC ("FF IV Management"), which is the General Partner of FF IV, although he disclaims voting and investment power over the securities held by FF IV. The reporting person otherwise disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

F4: Shares received in exchange for 12,030 shares of Oculus VR, Inc. ("Oculus") common stock in connection with the acquisition of Oculus by the issuer (the "Merger"), the consideration of which consisted of shares of the issuer's Class B Common Stock and cash. On the effective date of the Merger, the closing price of the issuer's common stock was $69.40 per share. Of the shares of Class B Common Stock to be received by The Founders Fund IV Principals Fund, LP (FFIVPF), in the Merger, 13,364 shares are currently being held in escrow and are subject to forfeiture during the escrow period stated to satisfy claims arising as a result of, among other things, Oculus' breach of any of its representations and warranties or covenants and agreements set forth in the amended and restated merger agreement dated April 21, 2014.

F5: The reporting person is one of the Managers of The Founder's Fund IV Management, LLC ("FF IV Management"), which is the General Partner of FFIVPF, although he disclaims voting and investment power over the securities held by FFIVPF. The reporting person otherwise disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.