Meta Platforms, Inc. — Director's Dealing 2017

Feb 17, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2017-01-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-20	Class A Common Stock	G	2850200	—	Disposed	0	Direct
2017-01-20	Class A Common Stock	G	2850200	—	Acquired	2850200	Indirect
2017-02-15	Class A Common Stock	C	43193	—	Acquired	2893393	Indirect
2017-02-15	Class A Common Stock	F	22539	$133.85	Disposed	2870854	Indirect
2017-02-15	Class A Common Stock	M	13029	—	Acquired	2883883	Indirect
2017-02-15	Class A Common Stock	F	6799	$133.85	Disposed	2877084	Indirect
2017-02-16	Class A Common Stock	C	157212	—	Acquired	3034296	Indirect
2017-02-16	Class A Common Stock	S	157212	$133.3889	Disposed	2877084	Indirect
2017-02-16	Class A Common Stock	S	169788	$133.3889	Disposed	2707296	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-15	Restricted Stock Unit (RSU) (Class B)	$	M	43193	Disposed	2022-05-02	Class B Common Stock (43193)	Direct
2017-02-15	Class B Common Stock	$	M	43193	Acquired		Class A Common Stock (43193)	Direct
2017-02-15	Class B Common Stock	$	C	43193	Disposed		Class A Common Stock (43193)	Direct
2017-02-15	Restricted Stock Units (RSU) (Class A)	$	M	13029	Disposed	2024-03-16	Class A Common Stock (13029)	Direct
2017-02-16	Stock Option (Right to Buy Class B Common Stock)	$10.388	M	157212	Disposed	2020-07-22	Class B Common Stock (157212)	Indirect
2017-02-16	Class B Common Stock	$	M	157212	Acquired		Class A Common Stock (157212)	Indirect
2017-02-16	Class B Common Stock	$	C	157212	Disposed		Class A Common Stock (157212)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	23824	Indirect

Footnotes

F1: In connection with certain estate planning transfers, the reporting person transferred all shares to Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004.

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

F3: 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 (the "RSUs") listed in Table II.

F4: 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.

F5: 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.

F6: The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

F7: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $133.05 to $133.84 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 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: Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.

F10: The RSUs vest as to 1/16th of the total shares quarterly, beginning on February 15, 2014, subject to continued service through each vesting date.

F11: 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.

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 vest as to 1/16th of the total shares quarterly, beginning on May 15, 2016, subject to continued service through each vesting date.

F15: 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. In connection with certain estate planning transfers, the reporting person transferred all shares underlying the option, which shares were vested as of the date of transfer, to Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004.

F16: Options held of record by Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004.