Meta Platforms, Inc. — Director's Dealing 2014

Jul 28, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2014-07-24

Reporting Person: Andreessen Marc L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-07-24	Class A Common Stock	C	2018155	$0.00	Acquired	2018155	Indirect
2014-07-24	Class A Common Stock	C	1396712	$0.00	Acquired	1396712	Indirect
2014-07-24	Class A Common Stock	J	1009079	$0.00	Disposed	1009076	Indirect
2014-07-24	Class A Common Stock	J	9974	$0.00	Acquired	9974	Indirect
2014-07-24	Class A Common Stock	J	4977	$0.00	Acquired	1616325	Indirect
2014-07-24	Class A Common Stock	J	9974	$0.00	Disposed	0	Indirect
2014-07-24	Class A Common Stock	J	187	$0.00	Acquired	187	Indirect
2014-07-24	Class A Common Stock	J	2180	$0.00	Acquired	1618505	Indirect
2014-07-24	Class A Common Stock	J	698357	$0.00	Disposed	698355	Indirect
2014-07-24	Class A Common Stock	J	6913	$0.00	Acquired	6913	Indirect
2014-07-24	Class A Common Stock	J	3446	$0.00	Acquired	1621951	Indirect
2014-07-24	Class A Common Stock	J	6913	$0.00	Disposed	0	Indirect
2014-07-24	Class A Common Stock	J	139	$0.00	Acquired	326	Indirect
2014-07-24	Class A Common Stock	J	1508	$0.00	Acquired	1623459	Indirect
2014-07-24	Class A Common Stock	J	141	$0.00	Disposed	185	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-07-24	Class B Common Stock	$	C	2018155	Disposed		Class A Common Stock (2018155)	Indirect
2014-07-24	Class B Common Stock	$	C	1396712	Disposed		Class A Common Stock (1396712)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	7742	Direct
Class A Common Stock	34084	Indirect

Footnotes

F1: The reporting person is one of the Managing Members of AH Equity Partners III, L.L.C. ("AHEP III"), which is the General Partner of Andreessen Horowitz Fund III, L.P., as nominee ("AH Fund III"), and may be deemed to share voting and investment power over the securities held by AH Fund III. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and 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.

F2: The reporting person is one of the Managing Members of AH Equity Partners III (Parallel), L.L.C. ("AHEP III (Parallel)"), which is the General Partner of AH Parallel Fund III, L.P., as nominee ("AHPF III"), and may be deemed to share voting and investment power over the securities held by AHPF III. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and 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 shares reported on this form represent pro rata distributions, and not a purchase or sale, of securities by AH Fund III to the general and limited partners or members and assignees of the funds for which it acts as nominee without consideration.

F4: The reporting person is one of the Managing Members of AHEP III, and may be deemed to share voting and investment power over the securities held by AHEP III. 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.

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

F6: The shares reported on this form represent pro rata distributions, and not a purchase or sale, of securities by AHEP III to its members and assignees without consideration.

F7: The reporting person is one of the Managing Members of AH Capital Management, L.L.C. ("AHCM"), and may be deemed to share voting and investment power over the securities held by AHCM. 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.

F8: The shares reported on this form represent pro rata distributions, and not a purchase or sale, of securities by AHPF III to the general and limited partners or members and assignees of the funds for which it acts as nominee without consideration.

F9: The reporting person is one of the Managing Members of AHEP III (Parallel), and may be deemed to share voting and investment power over the securities held by AHEP III (Parallel). 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.

F10: The shares reported on this form represent pro rata distributions, and not a purchase or sale, of securities by AHEP III (Parallel) to its members and assignees without consideration.

F11: The shares reported on this form represent pro rata distributions, and not a purchase or sale, of securities by AHCM to its members and assignees without consideration.

F12: 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, and 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.

F13: 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.

F14: The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.

F15: Shares to be received by holder in connection with the acquisition of Oculus VR, Inc. ("Oculus") by the issuer, which 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.