Meta Platforms, Inc. — Director's Dealing 2016

Aug 17, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2016-08-15

Reporting Person: Koum Jan (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-15	Class A Common Stock	G	500000	—	Disposed	19180176	Indirect
2016-08-15	Class A Common Stock	M	1242674	—	Acquired	20422850	Indirect
2016-08-15	Class A Common Stock	S	636212	$124.067	Disposed	19786638	Indirect
2016-08-15	Class A Common Stock	S	12216	$124.755	Disposed	19774422	Indirect
2016-08-16	Class A Common Stock	S	558861	$123.4675	Disposed	19215561	Indirect
2016-08-16	Class A Common Stock	S	7807	$123.8355	Disposed	19207754	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-15	Restricted Stock Units (RSU) (Class A)	$	M	1242674	Disposed	2024-11-16	Class A Common Stock (1242674)	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
Class A Common Stock	2528672	Indirect
Class A Common Stock	3500000	Indirect

Footnotes

F1: Represents shares of Class A Common Stock that were donated as a gift. The reporting person does not exercise voting or investment control, directly or indirectly, over the donated shares following this transfer.

F2: Shares held of record by Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004.

F3: 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.

F4: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $123.70 to $124.69 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 $124.70 to $124.85 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.

F6: The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

F7: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $122.81 to $123.805 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 $123.81 to $123.89 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: 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.

F10: 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.

F11: 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.

F12: 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.

F13: 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.

F14: Shares held of record by Jan Koum, Trustee of The Jan Koum Trust III U/A/D 10/9/2014.

F15: 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.

F16: Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.

F17: 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.