Meta Platforms, Inc. — Director's Dealing 2015

Apr 17, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2015-04-15

Reporting Person: Schroepfer Michael Todd (Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-04-15	Class A Common Stock	C	59952	—	Acquired	520371	Direct
2015-04-15	Class A Common Stock	S	30483	$82.7438	Disposed	489888	Direct
2015-04-15	Class A Common Stock	S	800	$83.4706	Disposed	489088	Direct
2015-04-16	Class A Common Stock	C	25000	—	Acquired	514088	Direct
2015-04-16	Class A Common Stock	S	25000	$82.51	Disposed	489088	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-04-15	Restricted Stock Unit (RSU) (Class B)	$	M	59952	Disposed	2021-03-24	Class B Common Stock (59952)	Direct
2015-04-15	Class B Common Stock	$	M	59952	Acquired		Class A Common Stock (59952)	Direct
2015-04-15	Class B Common Stock	$	C	59952	Disposed		Class A Common Stock (59952)	Direct
2015-04-16	Stock Option (Right to Buy Class B Common Stock)	$1.85	M	25000	Disposed	2019-01-11	Class B Common Stock (25000)	Direct
2015-04-16	Class B Common Stock	$	M	25000	Acquired		Class A Common Stock (25000)	Direct
2015-04-16	Class B Common Stock	$	C	25000	Disposed		Class A Common Stock (25000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy Class B Common Stock)	$1.85	2019-01-11	Class B Common Stock (26940)	26940	Indirect

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 $82.28 to $83.27 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 $83.31 to $83.63 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: Represents the number of shares that were acquired upon the conversion of Class B Common Stock to Class A Common Stock in connection with the exercise of the stock options listed in Table II.

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 vest as to 1/16th of the total shares quarterly, beginning on January 15, 2014, 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.

F11: The option was 100% vested on August 13, 2013. In connection with certain estate planning transfers, options to purchase an aggregate of 736,060 vested shares are held by Michael Schroepfer and Erin Hoffmann, Co-Trustees of the HS Trust u/a/d 9/28/11.

F12: The option was 100% vested on August 13, 2013.

F13: Shares held of record by Michael T. Schroepfer and Erin Hoffmann, Co-Trustees of The Clover Irrevocable Nonexempt Trust u/a/d 6/27/11.