Meta Platforms, Inc. — Director's Dealing 2014

Feb 14, 2014

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2013-12-31

Reporting Person: THIEL PETER (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-26	Class A Common Stock	G	284235	$0.00	Disposed	3745	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	29654	Indirect
Class A Common Stock	111884	Indirect
Class A Common Stock	76830	Indirect
Class A Common Stock	222587	Indirect
Class A Common Stock	370480	Indirect
Class A Common Stock	18320	Indirect
Class A Common Stock	11200	Indirect
Class A Common Stock	2144066	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Unit (RSU)	$0.00	2023-05-14	Class A Common Stock (7742)	7742	Direct

Footnotes

F1: Reflects changes in form of beneficial ownership for no consideration in transfers exempt from Section 16 pursuant to Rule 16a-13 under the Securities Exchange Act of 1934, as amended.

F2: The reporting person is the Manager of Lembas, LLC ("Lembas"), and has sole voting and investment power over the securities held by Lembas. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein. 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.

F3: The reporting person is one of the Managers of The Founders Fund Management, LLC ("FF Management"), which is the General Partner of The Founders Fund, LP ("FF"), and may be deemed to share voting and investment power over the securities held by FF. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein. 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: The reporting person is one of the Managers of FF Management, and may be deemed to share voting and investment power over the securities held by FF Management. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein. 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.

F5: The reporting person is the Manager of PT Ventures, LLC ("PTV"), and has sole voting and investment power over the securities held by PTV. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein. 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.

F6: The reporting person is one of the Managing Members of The Founders Fund II Management, LLC ("FF II Management"), which is the General Partner of The Founders Fund II, LP ("FF II"), and may be deemed to share voting and investment power over the securities held by FF II. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein. 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.

F7: The reporting person is one of the Managing Members of FF II Management, which is the General Partner of The Founders Fund II Principals Fund, LP ("FFPF"), and may be deemed to share voting and investment power of the securities held by FFPF. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein. 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.

F8: The reporting person is one of the Managing Members of FF II Management, which is the General Partner of The Founders Fund II Entrepreneurs Fund, LP ("FFEF"), and may be deemed to share voting and investment power of the securities held by FFEF. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein. 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.

F9: The reporting person is the beneficial owner of Rivendell One LLC ("Rivendell"), and has sole voting and investment power over the securities held by Rivendell.

F10: Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.

F11: The RSUs vest as to 100% of the total shares on May 15, 2014; provided, however, in the event that (i) the Issuer's 2014 Annual Meeting of Stockholders is held prior to May 15, 2014 and (ii) the reporting person does not stand for re-election at, or is not re-elected at, the 2014 Annual Meeting of Stockholders (but the reporting person continues to serve on the Board until the date of such meeting), then 100% of the total shares shall vest on the date of the 2014 Annual Meeting of Stockholders.