Meta Platforms, Inc. — Director's Dealing 2016

Sep 8, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2016-09-06

Reporting Person: Sandberg Sheryl (Director, Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-09-06	Class A Common Stock	C	53068	$10.388	Acquired	4590248	Direct
2016-09-06	Class A Common Stock	S	11296	$127.1012	Disposed	4578952	Direct
2016-09-06	Class A Common Stock	S	12541	$127.7785	Disposed	4566411	Direct
2016-09-06	Class A Common Stock	S	15938	$129.2581	Disposed	4550473	Direct
2016-09-06	Class A Common Stock	S	13293	$129.6684	Disposed	4537180	Direct
2016-09-06	Class A Common Stock	S	12038	$127.1096	Disposed	4525142	Direct
2016-09-06	Class A Common Stock	S	12700	$127.7957	Disposed	4512442	Direct
2016-09-06	Class A Common Stock	S	15810	$129.2363	Disposed	4496632	Direct
2016-09-06	Class A Common Stock	S	16625	$129.6506	Disposed	4480007	Direct
2016-09-07	Class A Common Stock	C	104144	$10.388	Acquired	4584151	Direct
2016-09-07	Class A Common Stock	S	104144	$130.00	Disposed	4480007	Direct
2016-09-07	Class A Common Stock	S	112615	$130.00	Disposed	4367392	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-09-06	Stock Option (Right to Buy Class B Common Stock)	$10.388	M	53068	Disposed	2020-07-22	Class B Common Stock (53068)	Direct
2016-09-06	Class B Common Stock	$	M	53068	Acquired		Class A Common Stock (53068)	Direct
2016-09-06	Class B Common Stock	$	C	53068	Disposed		Class A Common Stock (53068)	Direct
2016-09-07	Stock Option (Right to Buy Class B Common Stock)	$10.388	M	104144	Disposed	2020-07-22	Class B Common Stock (104144)	Direct
2016-09-07	Class B Common Stock	$	M	104144	Acquired		Class A Common Stock (104144)	Direct
2016-09-07	Class B Common Stock	$	C	104144	Disposed		Class A Common Stock (104144)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	23824	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 option 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 $126.50 to $127.49 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 $127.50 to $128.36 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 $128.56 to $129.55 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: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $129.56 to $129.94 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.

F7: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $126.50 to $127.485 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.

F8: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $127.52 to $128.48 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.

F9: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $128.53 to $129.52 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.

F10: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $129.53 to $129.94 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.

F11: Shares held of record by Sheryl K. Sandberg, Trustee of the Sandberg-Goldberg Family Trust Dated September 3, 2004.

F12: The option vests as to 1/48th of the total shares monthly, beginning on May 1, 2013, subject to continued service through each vesting date.

F13: 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.

F14: The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.