Meta Platforms, Inc. — Director's Dealing 2015

Feb 18, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2015-02-15

Reporting Person: FISCHER DAVID B. (VP Marketing & Bus. Part.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-15	Class A Common Stock	C	117945	—	Acquired	467198	Direct
2015-02-15	Class A Common Stock	C	18788	—	Acquired	485986	Direct
2015-02-15	Class A Common Stock	M	15034	—	Acquired	501020	Direct
2015-02-17	Class A Common Stock	S	78257	$76.1537	Disposed	422763	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-15	Restricted Stock Unit (RSU)	$	M	117945	Disposed	2020-05-19	Class B Common Stock (117945)	Direct
2015-02-15	Class B Common Stock	$	M	117945	Acquired		Class A Common Stock (117945)	Direct
2015-02-15	Class B Common Stock	$	C	117945	Disposed		Class A Common Stock (117945)	Direct
2015-02-15	Restricted Stock Unit (RSU)	$	M	18788	Disposed	2022-05-02	Class B Common Stock (18788)	Direct
2015-02-15	Class B Common Stock	$	M	18788	Acquired		Class A Common Stock (18788)	Direct
2015-02-15	Class B Common Stock	$	C	18788	Disposed		Class A Common Stock (18788)	Direct
2015-02-15	Restricted Stock Units (RSU)	$	M	15034	Disposed	2023-05-05	Class A Common Stock (15034)	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 $75.79 to $76.62 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: Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.

F5: 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 vesting condition was satisfied on November 17, 2012. The service-based vesting condition was satisfied as to 1/5th of the total number of shares on May 15, 2011 and then 1/20th of the total number of shares vest quarterly thereafter, subject to continued service through each vesting date.

F6: 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.

F7: The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.

F8: The RSUs vest as to 1/16th of the total shares quarterly, beginning on February 15, 2015, subject to continued service through each vesting date.

F9: Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.

F10: The RSUs vest as to 1/16th of the total shares quarterly, beginning on November 15, 2014, subject to continued service through each vesting date.