Meta Platforms, Inc. — Director's Dealing 2016

May 17, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2016-05-15

Reporting Person: Athwal Jas (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-15	Class A Common Stock	M	4451	—	Acquired	120885	Direct
2016-05-15	Class A Common Stock	M	2505	—	Acquired	123390	Direct
2016-05-15	Class A Common Stock	M	2476	—	Acquired	125866	Direct
2016-05-16	Class A Common Stock	S	4223	$118.0406	Disposed	121643	Direct
2016-05-16	Class A Common Stock	S	700	$118.9429	Disposed	120943	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-15	Restricted Stock Units (RSU) (Class A)	$	M	4451	Disposed	2023-05-05	Class A Common Stock (4451)	Direct
2016-05-15	Restricted Stock Units (RSU) (Class A)	$	M	2505	Disposed	2024-03-16	Class A Common Stock (2505)	Direct
2016-05-15	Restricted Stock Units (RSU) (Class A)	$	M	2476	Disposed	2025-03-15	Class A Common Stock (2476)	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 $117.48 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.

F3: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $118.50 to $119.39 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: Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.

F5: The RSUs vested as to 1/4th of the total shares on February 15, 2014, and then 1/16th of the total shares vest quarterly thereafter, subject to continued service through each vesting date.

F6: The RSUs vest as to 1/16th of the total shares quarterly, beginning February 15, 2015, subject to continued service through each vesting date.

F7: The RSUs vest as to 1/4th of the total shares on February 15, 2016, after which 1/16th of the total shares vest quarterly, subject to continued service through each vesting date.