Meta Platforms, Inc. — Director's Dealing 2015

Nov 17, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2015-11-15

Reporting Person: Koum Jan (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-11-06	Class A Common Stock	G	1289201	—	Disposed	2528672	Indirect
2015-11-06	Class A Common Stock	G	1289201	—	Acquired	55602939	Indirect
2015-11-06	Class A Common Stock	G	3500000	—	Disposed	52102939	Indirect
2015-11-06	Class A Common Stock	G	3500000	—	Acquired	3500000	Indirect
2015-11-06	Class A Common Stock	G	1200000	—	Disposed	50902939	Indirect
2015-11-09	Class A Common Stock	G	600000	—	Disposed	50302939	Indirect
2015-11-15	Class A Common Stock	M	5384918	—	Acquired	5384918	Direct
2015-11-16	Class A Common Stock	S	768473	$101.1747	Disposed	4616445	Direct
2015-11-16	Class A Common Stock	S	1223728	$101.8966	Disposed	3392717	Direct
2015-11-16	Class A Common Stock	S	697363	$102.8574	Disposed	2695354	Direct
2015-11-16	Class A Common Stock	S	118958	$103.7267	Disposed	2576396	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-11-15	Restricted Stock Units (RSU) (Class A)	$	M	5384918	Disposed	2024-11-16	Class A Common Stock (5384918)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	3442873	Indirect
Class A Common Stock	3500000	Indirect
Class A Common Stock	3500000	Indirect
Class A Common Stock	141489	Indirect
Class A Common Stock	141489	Indirect

Footnotes

F1: Represents a transfer of shares from Jan Koum, Trustee of The Jan Koum Trust III U/A/D 10/9/2014 to Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004.

F2: Shares held of record by Jan Koum, Trustee of The Jan Koum Trust III U/A/D 10/9/2014.

F3: Shares held of record by Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004.

F4: On November 6, 2015, Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 contributed 3,500,000 shares of Class A common stock to Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VII U/A/D 10/20/2015, a grantor retained annuity trust for the benefit of the reporting holder.

F5: Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VII U/A/D 10/20/2015.

F6: Represents shares of Class A Common Stock that were donated as a gift. The reporting person does not exercise voting or investment control, directly or indirectly, over the donated shares following this transfer.

F7: 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 award agreements 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.

F8: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.48 to $101.475 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.

F9: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $101.48 to $102.475 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.

F10: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.48 to $103.47 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.

F11: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $103.48 to $104.04 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.

F12: Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust IV U/A/D 2/4/2015.

F13: Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust V U/A/D 4/29/2015.

F14: Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VI U/A/D 8/5/2015.

F15: Shares held of record by Jan Koum, Trustee of The Jan Koum Trust I U/A/D 4/29/2014.

F16: Shares held of record by Jan Koum, Trustee of The Jan Koum Trust II U/A/D 8/5/2014.

F17: Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.

F18: The RSUs vest as to (a) 13/60th of the total shares on November 15, 2015, (b) 1/20th of the total shares each quarter thereafter through November 15, 2017, (c) 2/20th of the total shares on each of February 15, 2018, May 15, 2018 and August 15, 2018 and (d) the final 5/60th of the total shares on November 15, 2018; provided, however, that in the event of the reporting person's termination of employment with the issuer under certain circumstances, all of the reporting person's then unvested RSUs shall vest as of the date of such termination of employment.