Meta Platforms, Inc. — Director's Dealing 2016

Mar 17, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2016-03-15

Reporting Person: Cox Christopher K (Chief Product Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-15	Class A Common Stock	C	11371	—	Acquired	405544	Direct
2016-03-15	Class A Common Stock	S	3100	$109.3581	Disposed	402444	Direct
2016-03-15	Class A Common Stock	S	2834	$110.3526	Disposed	399610	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-15	Restricted Stock Units (RSU) (Class A)	$	A	134920	Acquired	2026-03-14	Class A Common Stock (134920)	Direct
2016-03-15	Restricted Stock Unit (RSU) (Class B)	$	M	11371	Disposed	2019-08-25	Class B Common Stock (11371)	Direct
2016-03-15	Class B Common Stock	$	M	11371	Acquired		Class A Common Stock (11371)	Direct
2016-03-15	Class B Common Stock	$	C	11371	Disposed		Class A Common Stock (11371)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	76945	Indirect
Class A Common Stock	28816	Indirect

Footnotes

F1: Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock in connection with the settlement of the restricted stock units (the "RSUs") in Table II.

F2: 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.

F3: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $108.95 to $109.88 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 $110.03 to $110.70 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: Shares held of record by Christopher Cox, Trustee of the Christopher K. Cox Revocable Trust.

F6: Shares held of record by Remainder Interest Trust Created under the Christopher K. Cox 2009 Annuity Trust dated 5/29/2009, Visra Vichit-Vadakan, Trustee, the beneficiaries of which include the reporting person's children. The reporting person's spouse is trustee of the trust. The reporting person disclaims beneficial ownership of these shares, and the filing of this report is not an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

F7: Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.

F8: The RSUs shall vest quarterly as to 1/16th of the total shares, commencing the first quarter following February 15, 2020, subject to continued service through each vesting date.

F9: Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.

F10: The RSUs vest as to 1/48 of the total number of shares monthly, beginning on September 1, 2013, subject to continued service through each vesting date.

F11: 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.

F12: The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.