Meta Platforms, Inc. — Director's Dealing 2014

Apr 17, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2014-04-15

Reporting Person: EBERSMAN DAVID A (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-15	Class A Common Stock	C	112500	$0.00	Acquired	412817	Direct
2014-04-15	Class A Common Stock	S	33000	$58.7755	Disposed	379817	Direct
2014-04-15	Class A Common Stock	S	25714	$59.3884	Disposed	354103	Direct
2014-04-15	Class A Common Stock	S	11700	$59.29	Disposed	342403	Direct
2014-04-16	Class A Common Stock	S	11700	$59.81	Disposed	330703	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-15	Restricted Stock Units (RSU)	$	M	112500	Disposed	2019-10-25	Class B Common Stock (112500)	Direct
2014-04-15	Class B Common Stock	$	M	112500	Acquired		Class A Common Stock (112500)	Direct
2014-04-15	Class B Common Stock	$	C	112500	Disposed		Class A Common Stock (112500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	318924	Indirect
Class A Common Stock	108090	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: 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: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.16 to $59.15 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: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.16 to $59.65 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 (4).

F5: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

F6: Shares held of record by The Ebersman Family Trust UA DTD 5/29/02, David A. Ebersman and Michelle Ebersman, Trustees.

F7: 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.

F8: Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.

F9: 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.

F10: 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.

F11: The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.