Meta Platforms, Inc. — Director's Dealing 2014

Apr 17, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2014-04-15

Reporting Person: Sandberg Sheryl (Director, Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-15	Class A Common Stock	C	74940	$0.00	Acquired	9024006	Direct
2014-04-15	Class A Common Stock	S	19400	$58.764	Disposed	9004606	Direct
2014-04-15	Class A Common Stock	S	19712	$59.3819	Disposed	8984894	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-15	Restricted Stock Unit (RSU)	$	M	74940	Disposed	2021-03-24	Class B Common Stock (74940)	Direct
2014-04-15	Class B Common Stock	$	M	74940	Acquired		Class A Common Stock (74940)	Direct
2014-04-15	Class B Common Stock	$	C	74940	Disposed		Class A Common Stock (74940)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	1677934	Indirect
Class A Common Stock	7983	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 $58.13 to $59.11 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 $59.14 to $59.64 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: Shares held of record by Sheryl K. Sandberg, Trustee of the Sheryl K. Sandberg 2008 Annuity Trust dated April 15, 2008.

F6: Shares held of record by Sheryl K. Sandberg, Trustee of the Sandberg-Goldberg Family Trust dated September 3, 2004.

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

F8: The RSUs vest as to 1/16th of the total shares quarterly, beginning on January 15, 2014, 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.