Meta Platforms, Inc. — Director's Dealing 2017

Aug 16, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2017-08-14

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-08-14	Class A Common Stock	C	58648	—	Acquired	58648	Indirect
2017-08-14	Class A Common Stock	S	12689	$169.9445	Disposed	45959	Indirect
2017-08-14	Class A Common Stock	S	45959	$170.6641	Disposed	0	Indirect
2017-08-14	Class A Common Stock	C	36653	—	Acquired	36653	Indirect
2017-08-14	Class A Common Stock	S	7000	$169.938	Disposed	29653	Indirect
2017-08-14	Class A Common Stock	S	29653	$170.6547	Disposed	0	Indirect
2017-08-14	Class A Common Stock	S	3225	$169.9596	Disposed	760153	Indirect
2017-08-14	Class A Common Stock	S	11437	$170.6636	Disposed	748716	Indirect
2017-08-14	Class A Common Stock	S	5000	$170.1089	Disposed	854799	Indirect
2017-08-14	Class A Common Stock	S	9662	$170.6981	Disposed	845137	Indirect
2017-08-15	Class A Common Stock	C	58522	—	Acquired	58522	Indirect
2017-08-15	Class A Common Stock	S	47460	$170.8035	Disposed	11062	Indirect
2017-08-15	Class A Common Stock	S	11062	$171.1863	Disposed	0	Indirect
2017-08-15	Class A Common Stock	C	36575	—	Acquired	36575	Indirect
2017-08-15	Class A Common Stock	S	29575	$170.7984	Disposed	7000	Indirect
2017-08-15	Class A Common Stock	S	7000	$171.2103	Disposed	0	Indirect
2017-08-15	Class A Common Stock	S	13781	$170.8266	Disposed	734935	Indirect
2017-08-15	Class A Common Stock	S	851	$171.2552	Disposed	734084	Indirect
2017-08-15	Class A Common Stock	S	13345	$170.8354	Disposed	831792	Indirect
2017-08-15	Class A Common Stock	S	1285	$171.2569	Disposed	830507	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-08-14	Class B Common Stock	$	C	58648	Disposed		Class A Common Stock (58648)	Indirect
2017-08-14	Class B Common Stock	$	C	36653	Disposed		Class A Common Stock (36653)	Indirect
2017-08-15	Class B Common Stock	$	C	58522	Disposed		Class A Common Stock (58522)	Indirect
2017-08-15	Class B Common Stock	$	C	36575	Disposed		Class A Common Stock (36575)	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 $169.32 to $170.31 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 $170.32 to $171.00 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.

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 $169.32 to $170.29 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 $170.32 to $171.01 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 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 $169.33 to $170.30 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: 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 $170.35 to $171.00 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: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $169.46 to $170.45 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.

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 $170.46 to $170.99 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.

F15: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $170.10 to $171.09 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.

F16: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $171.10 to $171.43 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 $170.09 to $171.08 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 $171.115 to $171.43 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 $170.18 to $171.17 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 $171.18 to $171.4750 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 $170.16 to $171.15 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 $171.16 to $171.4550 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: 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.