Meta Platforms, Inc. — Director's Dealing 2014

Jul 23, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2014-07-21

Reporting Person: Andreessen Marc L (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-07-21	Class B Common Stock	$	A	2242394	Acquired		Class A Common Stock (2242394)	Indirect
2014-07-21	Class B Common Stock	$	A	1551902	Acquired		Class A Common Stock (1551902)	Indirect

Footnotes

F1: 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.

F2: Shares received in exchange for 201,860 shares of Oculus VR, Inc. ("Oculus") common stock in connection with the acquisition of Oculus by the issuer (the "Merger"), the consideration of which consisted of shares of the issuer's Class B Common Stock and cash. On the effective date of the Merger, the closing price of the issuer's common stock was $69.40 per share. Of the shares of Class B Common Stock issued to Andreessen Horowitz Fund III, L.P., as nominee ("AH Fund III"), in the Merger, 224,239 shares 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.

F3: The reporting person is one of the Managing Members of AH Equity Partners III, L.L.C., which is the General Partner of 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.

F4: Shares received in exchange for 139,702 shares of Oculus VR, Inc. ("Oculus") common stock in connection with the acquisition of Oculus by the issuer (the "Merger"), the consideration of which consisted of shares of the issuer's Class B Common Stock and cash. On the effective date of the Merger, the closing price of the issuer's common stock was $69.40 per share. Of the shares of Class B Common Stock issued to AH Parallel Fund III, L.P., as nominee ("AHPF III"), in the Merger, 155,190 shares 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.

F5: The reporting person is one of the Managing Members of AH Equity Partners III (Parallel), L.L.C., which is the General Partner of 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.