Meta Platforms, Inc. — Director's Dealing 2015

Mar 5, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2015-03-04

Reporting Person: Schroepfer Michael Todd (Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-04	Class A Common Stock	C	25000	—	Acquired	485419	Direct
2015-03-04	Class A Common Stock	S	7000	$79.4981	Disposed	478419	Direct
2015-03-04	Class A Common Stock	S	16086	$80.2877	Disposed	462333	Direct
2015-03-04	Class A Common Stock	S	1914	$81.0145	Disposed	460419	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-04	Stock Option (Right to Buy Class B Common Stock)	$1.85	M	25000	Disposed	2019-01-11	Class B Common Stock (25000)	Direct
2015-03-04	Class B Common Stock	$	M	25000	Acquired		Class A Common Stock (25000)	Direct
2015-03-04	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 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.

F2: The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted 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 $78.95 to $79.94 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 $79.95 to $80,94 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 $80.95 to $81.10 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 (5).

F6: 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.

F7: 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.

F8: The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.

F9: The option was 100% vested on August 13, 2013.

F10: 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.