Meta Platforms, Inc. — Director's Dealing 2016

Aug 19, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2016-08-17

Reporting Person: Zuckerberg Mark (Director, COB and CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-12	Class A Common Stock	G	222247	—	Disposed	827870	Indirect
2016-05-12	Class A Common Stock	G	222247	—	Acquired	222247	Indirect
2016-05-12	Class A Common Stock	G	85175	—	Disposed	1139412	Indirect
2016-05-12	Class A Common Stock	G	85175	—	Acquired	307422	Indirect
2016-05-12	Class A Common Stock	G	42747	—	Disposed	1235844	Indirect
2016-05-12	Class A Common Stock	G	42747	—	Acquired	350169	Indirect
2016-08-17	Class A Common Stock	C	263195	—	Acquired	263195	Indirect
2016-08-17	Class A Common Stock	S	193979	$123.2618	Disposed	69216	Indirect
2016-08-17	Class A Common Stock	S	69216	$124.10	Disposed	0	Indirect
2016-08-17	Class A Common Stock	S	90059	$123.2646	Disposed	355887	Indirect
2016-08-17	Class A Common Stock	S	31417	$124.1019	Disposed	324470	Indirect
2016-08-18	Class A Common Stock	C	262213	—	Acquired	262213	Indirect
2016-08-18	Class A Common Stock	S	262213	$123.9446	Disposed	0	Indirect
2016-08-18	Class A Common Stock	S	121021	$123.9449	Disposed	203449	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-02	Class B Common Stock	$	G	6500000	Disposed		Class A Common Stock (6500000)	Indirect
2016-05-02	Class B Common Stock	$	G	6500000	Acquired		Class A Common Stock (6500000)	Indirect
2016-08-17	Class B Common Stock	$	C	263195	Disposed		Class A Common Stock (263195)	Indirect
2016-08-18	Class B Common Stock	$	C	262213	Disposed		Class A Common Stock (262213)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (4857323)	4857323	Indirect

Footnotes

F1: Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 1, dated 5/8/2014.

F2: Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg Trust dated July 7, 2006 ("2006 Trust").

F3: Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 2, dated 5/8/2014.

F4: Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 3, dated 5/8/2014.

F5: Shares held of record by Mark Zuckerberg, Trustee and Settlor of the Chan Zuckerberg Foundation (fka the Openness Trust dated April 2, 2012) ("CZ Foundation").

F6: The sales reported were effected by CZ Foundation and CZI Holdings, LLC (fka Chan Zuckerberg Initiative, LLC ) ("CZI"), as applicable, pursuant to their Rule 10b5-1
trading plans. These sales are part of Mr. Zuckerberg's previously-announced plan to gift or otherwise direct substantially all of his shares of Facebook stock, or the net after-tax proceeds from sales of such shares, to further the mission of advancing human potential and promoting equality by means of philanthropic, public advocacy, and other activities for the public good, with such plan to sell or gift no more than $1 billion of Facebook stock each year through 2018.

F7: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $122.8550 to $123.84 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 $123.85 to $124.3150 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 $122.86 to $123.85 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: Shares held of record by CZI. The 2006 Trust is the sole member of CZI. Mr. Zuckerberg is the sole trustee of the 2006 Trust and, therefore, is deemed to have sole voting and investment power over the securities held by CZI.

F11: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $123.86 to $124.31 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.

F12: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $123.65 to $124.25 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.

F13: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $123.66 to $124.25 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.

F14: 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.