Meta Platforms, Inc. — Director's Dealing 2017

Mar 17, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2017-03-15

Reporting Person: Sandberg Sheryl (Director, Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-15	Class A Common Stock	C	157212	—	Acquired	2694720	Indirect
2017-03-15	Class A Common Stock	S	108469	$139.0274	Disposed	2586251	Indirect
2017-03-15	Class A Common Stock	S	48743	$139.7823	Disposed	2537508	Indirect
2017-03-15	Class A Common Stock	S	115258	$139.0197	Disposed	2422250	Indirect
2017-03-15	Class A Common Stock	S	54530	$139.7733	Disposed	2367720	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-15	Stock Option (Right to Buy Class B Common Stock)	$10.388	M	157212	Disposed	2020-07-22	Class B Common Stock (157212)	Indirect
2017-03-15	Class B Common Stock	$	M	157212	Acquired		Class A Common Stock (157212)	Indirect
2017-03-15	Class B Common Stock	$	C	157212	Disposed		Class A Common Stock (157212)	Indirect
2017-03-15	Restricted Stock Units (RSU) (Class A)	$	A	150819	Acquired	2027-03-14	Class A Common Stock (150819)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	23824	Indirect

Footnotes

F1: Represents the number of shares that were acquired upon the conversion of Class B Common Stock to Class A Common Stock in connection with the exercise of the stock option listed in Table II.

F2: Shares held of record by Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004.

F3: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the holder.

F4: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $138.505 to $139.50 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.

F5: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $139.51 to $139.99 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.

F6: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $138.50 to $139.49 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.

F7: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $139.50 to $139.99 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.

F8: Shares held of record by Sheryl K. Sandberg, Trustee of the Sandberg-Goldberg Family Trust Dated September 3, 2004.

F9: The option vests as to 1/48th of the total shares monthly, beginning on May 1, 2013, subject to continued service through each vesting date.

F10: 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.

F11: Options held of record by Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004.

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

F13: Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.

F14: The RSUs shall vest quarterly as to 1/16th of the total shares, commencing the first quarter following November 15, 2018, subject to continued service through each vesting date.