Meta Platforms, Inc. — Director's Dealing 2014

May 19, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2014-05-15

Reporting Person: Cox Christopher K (Chief Product Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-15	Class A Common Stock	C	95960	$0.00	Acquired	670811	Direct
2014-05-15	Class A Common Stock	S	43300	$58.33	Disposed	627511	Direct
2014-05-15	Class A Common Stock	S	6785	$59.1209	Disposed	620726	Direct
2014-05-19	Class A Common Stock	C	9375	$0.00	Acquired	630101	Direct
2014-05-19	Class A Common Stock	S	9375	$57.84	Disposed	620726	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-15	Restricted Stock Unit (RSU)	$	M	86585	Disposed	2020-08-25	Class B Common Stock (86585)	Direct
2014-05-15	Class B Common Stock	$	M	86585	Acquired		Class A Common Stock (86585)	Direct
2014-05-15	Class B Common Stock	$	C	86585	Disposed		Class A Common Stock (86585)	Direct
2014-05-15	Restricted Stock Unit (RSU)	$	M	9375	Disposed	2019-08-25	Class B Common Stock (9375)	Direct
2014-05-15	Class B Common Stock	$	M	9375	Acquired		Class A Common Stock (9375)	Direct
2014-05-15	Class B Common Stock	$	C	9375	Disposed		Class A Common Stock (9375)	Direct
2014-05-19	Stock Option (Right to Buy Class B Common Stock)	$2.954	M	9375	Disposed	2019-08-18	Class B Common Stock (9375)	Direct
2014-05-19	Class B Common Stock	$	M	9375	Acquired		Class A Common Stock (9375)	Direct
2014-05-19	Class B Common Stock	$	C	9375	Disposed		Class A Common Stock (9375)	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: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.91 to $58.90 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 $58.93 to $59.31 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 Christopher Cox, Trustee of the Christopher K. Cox Revocable Trust.

F7: Shares held of record by Christopher Cox, Trustee of the Christopher K. Cox 2009 Annuity Trust.

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

F9: The RSUs vest as to 1/16th of the total number of shares quarterly, beginning on August 15, 2013, 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.

F12: The RSUs were granted with both (a) a liquidity event-based condition and (b) a service-based condition, both of which conditions must be satisfied in order for the RSUs to vest. The liquidity event-based condition was satisfied on November 17, 2012. The service-based condition was satisfied as to 1/5th of the total number of shares on July 15, 2010 and then, an additional 1/60th of the total number of shares vest monthly thereafter, subject to continued service through each vesting date.

F13: The option vested as to 1/5th of the total shares on July 15, 2010, after which 1/60th of the total shares vest monthly, subject to continued service through each vesting date.