Meta Platforms, Inc. — Director's Dealing 2016

Nov 17, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2016-11-09

Reporting Person: Koum Jan (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-09	Class A Common Stock	J	1314746	—	Disposed	1213926	Indirect
2016-11-09	Class A Common Stock	J	1314746	—	Acquired	1314746	Indirect
2016-11-09	Class A Common Stock	J	1213926	—	Disposed	0	Indirect
2016-11-09	Class A Common Stock	J	1213926	—	Acquired	11760770	Indirect
2016-11-14	Class A Common Stock	J	1439735	—	Disposed	2060265	Indirect
2016-11-14	Class A Common Stock	J	1439735	—	Acquired	13200505	Indirect
2016-11-15	Class A Common Stock	M	1242673	—	Acquired	14443178	Indirect
2016-11-15	Class A Common Stock	S	87030	$116.4719	Disposed	14356148	Indirect
2016-11-15	Class A Common Stock	S	391119	$117.3111	Disposed	13965029	Indirect
2016-11-15	Class A Common Stock	S	170278	$118.0688	Disposed	13794751	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-15	Restricted Stock Units (RSU) (Class A)	$	M	1242673	Disposed	2024-11-16	Class A Common Stock (1242673)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	3500000	Indirect
Class A Common Stock	2242343	Indirect
Class A Common Stock	2370448	Indirect
Class A Common Stock	2236923	Indirect
Class A Common Stock	3500000	Indirect

Footnotes

F1: Represents a transfer of shares from Jan Koum, Trustee of The Jan Koum Trust III U/A/D 10/9/2014 to Jan Koum, Trustee of The Jan Koum Family Trust U/A/D 4/29/2014.

F2: Shares held of record by Jan Koum, Trustee of The Jan Koum Trust III U/A/D 10/9/2014.

F3: Shares held of record by The Jan Koum Family Trust U/A/D 4/29/2014. The reporting person exercises voting and dispositive power over these shares, but has no pecuniary interest in these shares.

F4: Represents a transfer of shares from Jan Koum, Trustee of The Jan Koum Trust III U/A/D 10/9/2014 to Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004. The reporting person remains the beneficial owner of all of the shares after the transfer.

F5: Shares held of record by Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004.

F6: Represents a transfer of shares from Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VII U/A/D 10/20/2015 to Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004. The reporting person remains the beneficial owner of all of the shares after the transfer.

F7: Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VII U/A/D 10/20/2015.

F8: 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 award agreements 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.

F9: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $115.87 to $116.865 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 $116.87 to $117.865 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: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $117.87 to $118.45 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: Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VIII U/A/D 1/29/2016.

F13: Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust IV U/A/D 2/4/2015.

F14: Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust V U/A/D 4/29/2015.

F15: Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VI U/A/D 8/5/2015.

F16: Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust IX U/A/D 4/13/2016.

F17: Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.

F18: The RSUs vest as to (a) 13/60th of the total shares on November 15, 2015, (b) 1/20th of the total shares each quarter thereafter through November 15, 2017, (c) 2/20th of the total shares on each of February 15, 2018, May 15, 2018 and August 15, 2018 and (d) the final 5/60th of the total shares on November 15, 2018; provided, however, that in the event of the reporting person's termination of employment with the issuer under certain circumstances, all of the reporting person's then unvested RSUs shall vest as of the date of such termination of employment.