Meta Platforms, Inc. — Director's Dealing 2016

Feb 17, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2016-02-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-15	Class A Common Stock	M	18750	—	Acquired	50660	Direct
2016-02-15	Class A Common Stock	M	5370	—	Acquired	56030	Direct
2016-02-15	Class A Common Stock	M	39620	—	Acquired	95650	Direct
2016-02-16	Class A Common Stock	S	17046	$100.8406	Disposed	78604	Direct
2016-02-16	Class A Common Stock	S	2300	$101.6796	Disposed	76304	Direct
2016-02-16	Class A Common Stock	S	9000	$103.0109	Disposed	67304	Direct
2016-02-16	Class A Common Stock	S	3500	$103.5373	Disposed	63804	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-15	Restricted Stock Units (RSU) (Class A)	$	M	18750	Disposed	2023-01-14	Class A Common Stock (18750)	Direct
2016-02-15	Restricted Stock Units (RSU) (Class A)	$	M	5370	Disposed	2023-05-05	Class A Common Stock (5370)	Direct
2016-02-15	Restricted Stock Units (RSU) (Class A)	$	M	39620	Disposed	2025-03-15	Class A Common Stock (39620)	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 $100.27 to $101.255 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 $101.27 to $102.1101 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 $102.37 to $103.36 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: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $103.37 to $103.77 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.

F6: Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.

F7: 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.

F8: 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.

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.