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: Athwal Jas (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-15	Class A Common Stock	C	7601	$0.00	Acquired	128550	Direct
2014-08-15	Class A Common Stock	M	4451	—	Acquired	133001	Direct
2014-08-15	Class A Common Stock	S	5390	$73.5733	Disposed	127611	Direct
2014-08-15	Class A Common Stock	S	900	$74.31	Disposed	126711	Direct
2014-08-15	Class A Common Stock	S	1500	$74.51	Disposed	125211	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-08-15	Restricted Stock Unit (RSU)	$	M	7085	Disposed	2020-08-25	Class B Common Stock (7085)	Direct
2014-08-15	Class B Common Stock	$	M	7085	Acquired		Class A Common Stock (7085)	Direct
2014-08-15	Class B Common Stock	$	C	7085	Disposed		Class A Common Stock (7085)	Direct
2014-08-15	Restricted Stock Unit (RSU)	$	M	516	Disposed	2022-05-02	Class B Common Stock (516)	Direct
2014-08-15	Class B Common Stock	$	M	516	Acquired		Class A Common Stock (516)	Direct
2014-08-15	Class B Common Stock	$	C	516	Disposed		Class A Common Stock (516)	Direct
2014-08-15	Restricted Stock Unit (RSU)	$	M	4451	Disposed	2023-05-05	Class A Common Stock (4451)	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") in Table II.

F2: Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.

F3: 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.

F4: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.17 to $74.16 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: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.21 to $74.38 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 (5).

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 liquidity event-based condition was satisfied on November 17, 2012. The service-based condition was satisfied as to 1/4th of the total number of shares on August 15, 2011 and then, an additional 1/16th of the total number of shares vest quarterly thereafter, 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 to Class A Common Stock on a 1-for-1 basis.

F11: The RSU vested as to 1/4th of the total shares on February 15, 2013, and then 1/16th of the total shares vest quarterly thereafter, subject to continued service through each vesting date.

F12: The RSUs vest as to 1/4th of the total shares on February 15, 2014, and then 1/16th of the total shares vest quarterly thereafter, subject to continued service through each vesting date.