Meta Platforms, Inc. — Director's Dealing 2017

Aug 29, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2017-08-25

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-08-25	Class A Common Stock	C	59916	—	Acquired	59916	Indirect
2017-08-25	Class A Common Stock	S	41018	$166.611	Disposed	18898	Indirect
2017-08-25	Class A Common Stock	S	18798	$167.5242	Disposed	100	Indirect
2017-08-25	Class A Common Stock	S	100	$168.26	Disposed	0	Indirect
2017-08-25	Class A Common Stock	C	37447	—	Acquired	37447	Indirect
2017-08-25	Class A Common Stock	S	25941	$166.6218	Disposed	11506	Indirect
2017-08-25	Class A Common Stock	S	11506	$167.5266	Disposed	0	Indirect
2017-08-25	Class A Common Stock	S	10978	$166.656	Disposed	723106	Indirect
2017-08-25	Class A Common Stock	S	4000	$167.5888	Disposed	719106	Indirect
2017-08-25	Class A Common Stock	S	14274	$166.6021	Disposed	816233	Indirect
2017-08-25	Class A Common Stock	S	727	$167.5827	Disposed	815506	Indirect
2017-08-28	Class A Common Stock	C	59852	—	Acquired	59852	Indirect
2017-08-28	Class A Common Stock	S	50004	$166.9905	Disposed	9848	Indirect
2017-08-28	Class A Common Stock	S	9848	$167.5103	Disposed	0	Indirect
2017-08-28	Class A Common Stock	C	37408	—	Acquired	37408	Indirect
2017-08-28	Class A Common Stock	S	32758	$167.0079	Disposed	4650	Indirect
2017-08-28	Class A Common Stock	S	4650	$167.5324	Disposed	0	Indirect
2017-08-28	Class A Common Stock	S	12561	$167.014	Disposed	706545	Indirect
2017-08-28	Class A Common Stock	S	2400	$167.505	Disposed	704145	Indirect
2017-08-28	Class A Common Stock	S	12562	$167.0089	Disposed	802944	Indirect
2017-08-28	Class A Common Stock	S	2400	$167.5032	Disposed	800544	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-08-25	Class B Common Stock	$	C	59916	Disposed		Class A Common Stock (59916)	Indirect
2017-08-25	Class B Common Stock	$	C	37447	Disposed		Class A Common Stock (37447)	Indirect
2017-08-28	Class B Common Stock	$	C	59852	Disposed		Class A Common Stock (59852)	Indirect
2017-08-28	Class B Common Stock	$	C	37408	Disposed		Class A Common Stock (37408)	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 $166.18 to $167.17 per share, inclusive. The holder 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 $167.18 to $168.11 per share, inclusive. The holder 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: 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.

F6: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $166.23 to $167.19 per share, inclusive. The holder 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 $167.23 to $168.055 per share, inclusive. The holder 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 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.

F9: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $166.30 to $167.29 per share, inclusive. The holder 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: Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 2, dated 5/8/2014.

F11: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $167.34 to $168.05 per share, inclusive. The holder 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: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $166.24 to $167.19 per share, inclusive. The holder 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.

F13: Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 3, dated 5/8/2014.

F14: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $167.26 to $168.035 per share, inclusive. The holder 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: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $166.38 to $167.37 per share, inclusive. The holder 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.

F16: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $167.39 to $167.67 per share, inclusive. The holder 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 $166.44 to $167.43 per share, inclusive. The holder 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 $167.44 to $167.66 per share, inclusive. The holder 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 $166.42 to $167.41 per share, inclusive. The holder 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 $167.42 to $167.64 per share, inclusive. The holder 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 $166.42 to $167.41 per share, inclusive. The holder 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 $167.42 to $167.63 per share, inclusive. The holder 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: Shares held of record by Mark Zuckerberg, Trustee of the 2006 Trust.

F24: 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.