Meta Platforms, Inc. — Director's Dealing 2016

Nov 17, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2016-11-15

Reporting Person: Wehner David M. (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-15	Class A Common Stock	M	18750	—	Acquired	87672	Direct
2016-11-15	Class A Common Stock	M	5370	—	Acquired	93042	Direct
2016-11-15	Class A Common Stock	M	10022	—	Acquired	103064	Direct
2016-11-15	Class A Common Stock	M	9905	—	Acquired	112969	Direct
2016-11-15	Class A Common Stock	S	5640	$116.7061	Disposed	107329	Direct
2016-11-15	Class A Common Stock	S	15146	$117.5341	Disposed	92183	Direct
2016-11-15	Class A Common Stock	S	2200	$118.2195	Disposed	89983	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-15	Restricted Stock Units (RSU) (Class A)	$	M	18750	Disposed	2023-01-14	Class A Common Stock (18750)	Direct
2016-11-15	Restricted Stock Units (RSU) (Class A)	$	M	5370	Disposed	2023-05-05	Class A Common Stock (5370)	Direct
2016-11-15	Restricted Stock Units (RSU) (Class A)	$	M	10022	Disposed	2024-03-16	Class A Common Stock (10022)	Direct
2016-11-15	Restricted Stock Units (RSU) (Class A)	$	M	9905	Disposed	2025-03-15	Class A Common Stock (9905)	Direct

Footnotes

F1: 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.

F2: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $116.11 to $117.10 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.

F3: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $117.11 to $118.10 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.

F4: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $118.11 to $118.47 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.

F5: Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.

F6: The RSUs vested as to 1/4th of the total shares on November 15, 2013 and then an additional 1/16th of the total shares vest quarterly thereafter, subject to continued service through each vesting date.

F7: The RSUs vest as to 1/16th of the total shares on February 15, 2014 and then an additional 1/16th of the total shares vest quarterly thereafer, subject to continued service through each vesting date.

F8: The RSUs vest as to 1/16th of the total shares on May 15, 2016 and then an additional 1/16th of the total shares vest quarterly thereafer, subject to continued service through each vesting date.

F9: The RSUs vest as to 1/5th of the total shares on February 15, 2016, after which 1/20th of the total shares vest quarterly, subject to continued service through each vesting date.