Meta Platforms, Inc. — Director's Dealing 2014

Feb 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2014-01-31

Reporting Person: Andreessen Marc L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-31	Class A Common Stock	S	459000	$60.7573	Disposed	815869	Indirect
2014-01-31	Class A Common Stock	S	815869	$61.5036	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	1610920	Indirect
Class A Common Stock	34084	Indirect

Footnotes

F1: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.18 to $61.17 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 (1).

F2: The reporting person is one of the Managing Members of AH Equity Partners II, L.L.C., which is the General Partner of Andreessen Horowitz Fund II, L.P. as nominee ("AH Fund II"), and may be deemed to share voting and investment power over the securities held by AH Fund II. The reporting person 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.

F3: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.20 to $61.705 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 reporting person and JPMorgan Chase Bank, N.A. (successor-in-interest to J.P. Morgan Trust Company, N.A.) are the Trustees of The Andreessen 1996 Living Trust.

F5: The reporting person and JPMorgan Chase Bank, N.A. (successor-in-interest to J.P. Morgan Trust Company, N.A.) are the Trustees of The Andreessen 1996 Charitable Remainder Unitrust. The reporting person 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.