Meta Platforms, Inc. — Director's Dealing 2017

Jan 18, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2016-12-22

Reporting Person: Cox Christopher K (Chief Product Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-22	Class A Common Stock	G	210000	—	Disposed	182338	Direct
2017-01-15	Class A Common Stock	C	59952	—	Acquired	210690	Direct
2017-01-15	Class A Common Stock	F	31283	$128.34	Disposed	179407	Direct
2017-01-15	Class A Common Stock	C	11370	—	Acquired	190777	Direct
2017-01-15	Class A Common Stock	F	4839	$128.34	Disposed	185938	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-15	Restricted Stock Unit (RSU) (Class B)	$	M	59952	Disposed	2021-03-24	Class B Common Stock (59952)	Direct
2017-01-15	Class B Common Stock	$	M	59952	Acquired		Class A Common Stock (59952)	Direct
2017-01-15	Class B Common Stock	$	C	59952	Disposed		Class A Common Stock (59952)	Direct
2017-01-15	Restricted Stock Unit (RSU) (Class B)	$	M	11370	Disposed	2019-08-25	Class B Common Stock (11370)	Direct
2017-01-15	Class B Common Stock	$	M	11370	Acquired		Class A Common Stock (11370)	Direct
2017-01-15	Class B Common Stock	$	C	11370	Disposed		Class A Common Stock (11370)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	76945	Indirect
Class A Common Stock	28816	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: Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock in connection with the settlement of the Restricted Stock Units ("RSUs") listed in Table II.

F3: Represents the number of shares of Class A Common Stock that have been withheld by the issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the RSUs and does not represent a sale by the reporting person.

F4: Shares held of record by Christopher Cox, Trustee of the Christopher K. Cox Revocable Trust.

F5: Shares held of record by Remainder Interest Trust Created under the Christopher K. Cox 2009 Annuity Trust dated 5/29/2009, Visra Vichit-Vadakan, Trustee, the beneficiaries of which include the reporting person's children. The reporting person's spouse is trustee of the trust. The reporting person disclaims beneficial ownership of these shares, and the filing of this report is not an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

F6: Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.

F7: The RSUs vest as to 1/16th of the total shares quarterly, beginning on July 15, 2014, subject to continued service through each vesting date.

F8: 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.

F9: The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.

F10: The RSUs vest as to 1/48 of the total number of shares monthly, beginning on September 1, 2013, subject to continued service through each vesting date.