Meta Platforms, Inc. — Director's Dealing 2015

Jan 20, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2015-01-15

Reporting Person: Stretch Colin (VP, Gen. Counsel & Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-15	Class A Common Stock	C	10088	—	Acquired	65570	Direct
2015-01-15	Class A Common Stock	S	2648	$74.7083	Disposed	62922	Direct
2015-01-15	Class A Common Stock	S	1000	$75.474	Disposed	61922	Direct
2015-01-15	Class A Common Stock	S	200	$76.435	Disposed	61722	Direct
2015-01-20	Class A Common Stock	S	1000	$75.75	Disposed	60722	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-15	Restricted Stock Unit (RSU)	$	M	10088	Disposed	2021-03-24	Class B Common Stock (10088)	Direct
2015-01-15	Class B Common Stock	$	M	10088	Acquired		Class A Common Stock (10088)	Direct
2015-01-15	Class B Common Stock	$	C	10088	Disposed		Class A Common Stock (10088)	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 ("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 $74.12 to $75.10 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 $75.15 to $76.03 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 $76.42 to $76.45 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 vested as to 1/5th of the total shares on January 15, 2012 and then an additional 1/20th of the total 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 into Class A Common Stock on a 1-for-1 basis.