Meta Platforms, Inc. — Director's Dealing 2014

Nov 18, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2014-11-15

Reporting Person: Schroepfer Michael Todd (Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-15	Class A Common Stock	C	86585	—	Acquired	350423	Direct
2014-11-15	Class A Common Stock	C	34122	—	Acquired	384545	Direct
2014-11-17	Class A Common Stock	S	55586	$74.3444	Disposed	328959	Direct
2014-11-17	Class A Common Stock	S	7400	$75.2224	Disposed	321559	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-11-15	Restricted Stock Unit (RSU)	$	M	86585	Disposed	2020-08-25	Class B Common Stock (86585)	Direct
2014-11-15	Class B Common Stock	$	M	86585	Acquired		Class A Common Stock (86585)	Direct
2014-11-15	Class B Common Stock	$	C	86585	Disposed		Class A Common Stock (86585)	Direct
2014-11-15	Restricted Stock Unit (RSU)	$	M	34122	Disposed	2022-05-02	Class B Common Stock (34122)	Direct
2014-11-15	Class B Common Stock	$	M	34122	Acquired		Class A Common Stock (34122)	Direct
2014-11-15	Class B Common Stock	$	C	34122	Disposed		Class A Common Stock (34122)	Direct

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 $74.02 to $74.9833 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 $75.02 to $75.37 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: Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.

F6: 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.

F7: 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.

F8: The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.

F9: The RSUs vest as to 1/16th of the total shares quarterly, beginning on November 15, 2014, subject to continued service through each vesting date.