Meta Platforms, Inc. — Director's Dealing 2017

Jun 23, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2017-06-21

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-06-21	Class A Common Stock	C	65322	—	Acquired	65322	Indirect
2017-06-21	Class A Common Stock	S	21991	$152.4941	Disposed	43331	Indirect
2017-06-21	Class A Common Stock	S	39543	$153.3331	Disposed	3788	Indirect
2017-06-21	Class A Common Stock	S	3788	$153.9722	Disposed	0	Indirect
2017-06-21	Class A Common Stock	C	40827	—	Acquired	40827	Indirect
2017-06-21	Class A Common Stock	S	15020	$152.5208	Disposed	25807	Indirect
2017-06-21	Class A Common Stock	S	25107	$153.3907	Disposed	700	Indirect
2017-06-21	Class A Common Stock	S	700	$154.0071	Disposed	0	Indirect
2017-06-21	Class A Common Stock	S	6235	$152.5576	Disposed	854380	Indirect
2017-06-21	Class A Common Stock	S	9997	$153.372	Disposed	844383	Indirect
2017-06-21	Class A Common Stock	S	100	$154.03	Disposed	844283	Indirect
2017-06-21	Class A Common Stock	S	6600	$152.5683	Disposed	950439	Indirect
2017-06-21	Class A Common Stock	S	9732	$153.4037	Disposed	940707	Indirect
2017-06-22	Class A Common Stock	C	65042	—	Acquired	65042	Indirect
2017-06-22	Class A Common Stock	S	40750	$153.5408	Disposed	24292	Indirect
2017-06-22	Class A Common Stock	S	24292	$154.0914	Disposed	0	Indirect
2017-06-22	Class A Common Stock	C	40649	—	Acquired	40649	Indirect
2017-06-22	Class A Common Stock	S	26295	$153.5613	Disposed	14354	Indirect
2017-06-22	Class A Common Stock	S	14354	$154.1089	Disposed	0	Indirect
2017-06-22	Class A Common Stock	S	9716	$153.5749	Disposed	834567	Indirect
2017-06-22	Class A Common Stock	S	6541	$154.0833	Disposed	828026	Indirect
2017-06-22	Class A Common Stock	S	11540	$153.6201	Disposed	929167	Indirect
2017-06-22	Class A Common Stock	S	4717	$154.1707	Disposed	924450	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-06-21	Class B Common Stock	$	C	65322	Disposed		Class A Common Stock (65322)	Indirect
2017-06-21	Class B Common Stock	$	C	40827	Disposed		Class A Common Stock (40827)	Indirect
2017-06-22	Class B Common Stock	$	C	65042	Disposed		Class A Common Stock (65042)	Indirect
2017-06-22	Class B Common Stock	$	C	40649	Disposed		Class A Common Stock (40649)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	468566	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (5207492)	5207492	Indirect

Footnotes

F1: Shares held of record by Mark Zuckerberg, Trustee and Settlor of the Chan Zuckerberg Foundation ("CZ Foundation").

F2: The sales reported were effected by CZ Foundation and CZI Holdings, LLC ("CZI"), as applicable, pursuant to their Rule 10b5-1trading 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.

F3: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $151.89 to $152.87 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 written 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 $152.91 to $153.90 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 written 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 $153.91 to $154.05 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 written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F6: Shares held of record by CZI. Mark Zuckerberg, Trustee of The Mark Zuckerberg Trust dated July 7, 2006 ("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.

F7: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $151.98 to $152.97 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 written 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 $152.98 to $153.97 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 written 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 $153.98 to $154.04 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 written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F10: The sales reported were effected by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 2, dated 5/8/2014 and Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 3, dated 5/8/2014, as applicable, pursuant to their Rule 10b5-1 trading plans.

F11: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $152.02 to $153.00 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 written 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 Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 2, dated 5/8/2014.

F13: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $153.02 to $153.99 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 written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F14: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $152.01 to $153.00 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 written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F15: Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 3, dated 5/8/2014.

F16: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $153.01 to $153.97 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 written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F17: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $152.91 to $153.90 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 written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F18: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $153.91 to $154.53 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 written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F19: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $152.93 to $153.92 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 written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F20: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $153.93 to $154.54 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 written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F21: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $152.91 to $153.905 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 written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F22: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $153.91 to $154.50 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 written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F23: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $152.98 to $153.97 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 written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F24: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $153.98 to $154.51 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 written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F25: Shares held of record by Mark Zuckerberg, Trustee of the 2006 Trust.

F26: 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.