Meta Platforms, Inc. — Director's Dealing 2014

Aug 19, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2014-08-15

Reporting Person: Schroepfer Michael Todd (Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-15	Class A Common Stock	C	86585	$0.00	Acquired	315582	Direct
2014-08-15	Class A Common Stock	S	36581	$73.5424	Disposed	279001	Direct
2014-08-15	Class A Common Stock	S	8600	$74.2579	Disposed	270401	Direct
2014-08-19	Class A Common Stock	C	85000	$0.00	Acquired	355401	Direct
2014-08-19	Class A Common Stock	S	20000	$74.83	Disposed	335401	Direct
2014-08-19	Class A Common Stock	S	65000	$74.94	Disposed	270401	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-08-15	Restricted Stock Unit (RSU)	$	M	86585	Disposed	2020-08-25	Class B Common Stock (86585)	Direct
2014-08-15	Class B Common Stock	$	M	86585	Acquired		Class A Common Stock (86585)	Direct
2014-08-15	Class B Common Stock	$	C	86585	Disposed		Class A Common Stock (86585)	Direct
2014-08-19	Stock Option (Right to Buy Class B Common Stock)	$1.85	M	85000	Disposed	2019-01-11	Class B Common Stock (85000)	Direct
2014-08-19	Class B Common Stock	$	M	85000	Acquired		Class A Common Stock (85000)	Direct
2014-08-19	Class B Common Stock	$	C	85000	Disposed		Class A Common Stock (85000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy Class B Common Stock)	$1.85	2019-01-11	Class B Common Stock (63940)	63940	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 $73.0933 to $74.09 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 $74.0938 to $74.40 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: Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock in connection with the exercise of vested stock options.

F6: The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

F7: Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.

F8: 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 issuer's IPO was declared effective on May 17, 2012; no RSUs will vest until the date that is six months after the IPO, at which time the liquidity event-based vesting condition will have been satisfied. The service-based vesting condition will be satisfied as to 1/16th of the total number of shares on August 15, 2014, after which 1/16th of the total number of shares vest quarterly, subject to continued service through each vesting date.

F9: 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.

F10: The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.

F11: The option was 100% vested on August 13, 2013. In connection with certain estate planning transfers, options to purchase an aggregate of 736,060 vested shares are held by Michael Schroepfer and Erin Hoffmann, Co-Trustees of the HS Trust u/a/d 9/28/11.

F12: The option was 100% vested on August 13, 2013.

F13: Shares held of record by Michael T. Schroepfer and Erin Hoffmann, Co-Trustees of The Clover Irrevocable Nonexempt Trust u/a/d 6/27/11.