Meta Platforms, Inc. — Director's Dealing 2016

Jul 5, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2016-06-30

Reporting Person: Andreessen Marc L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-30	Class A Common Stock	C	81978	—	Acquired	81978	Indirect
2016-06-30	Class A Common Stock	C	56735	—	Acquired	56735	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-06-30	Class B Common Stock	$	A	81978	Acquired		Class A Common Stock (81978)	Indirect
2016-06-30	Class B Common Stock	$	C	81978	Disposed		Class A Common Stock (81978)	Indirect
2016-06-30	Class B Common Stock	$	A	56735	Acquired		Class A Common Stock (56735)	Indirect
2016-06-30	Class B Common Stock	$	C	56735	Disposed		Class A Common Stock (56735)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	171646	Indirect

Footnotes

F1: The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis pursuant to an irrevocable commitment to convert such shares (the "Conversion Notice"). The Conversion Notice was delivered to the issuer in connection with a proposal to reclassify the issuer's capital stock, as further described in the issuer's definitive proxy statement filed with the Securities and Exchange Commission on June 2, 2016.

F2: The reporting person is one of the Managing Members of AH Equity Partners III, L.L.C., which is the General Partner of Andreessen Horowitz Fund III, L.P., as nominee ("AH Fund III"), and may be deemed to share voting and investment power over the securities held by AH Fund III. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

F3: The reporting person is one of the Managing Members of AH Equity Partners III (Parallel), L.L.C., which is the General Partner of AH Parallel Fund III, L.P., as nominee ("AHPF III"), and may be deemed to share voting and investment power over the securities held by AHPF III. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

F4: The reporting person and JP Morgan Chase Bank, N.A. (successor-in-interest to J.P. Morgan Trust Company, N.A.) are the trustees of The Andreessen 1996 Living Trust.

F5: 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.

F6: The holder became entitled to receive these shares on June 30, 2016 for no additional consideration pursuant to an earn-out provision in the agreement and plan of merger (the "Merger Agreement") executed in connection with the acquisition of Oculus by the issuer (the "Merger"). Subject to achievement of the associated earnout milestones, the holder's right to receive these additional shares became irrevocable on July 21, 2014, the effective date of the Merger.

F7: The value of these shares was established in the Merger Agreement.

F8: Represents shares to be received by the holder in connection with the Merger, which are currently being held in escrow and are subject to forfeiture during the escrow period stated to satisfy claims arising as a result of, among other things, Oculus' breach of any of its representations and warranties or covenants and agreements set forth in the Merger Agreement.