Meta Platforms, Inc. — Director's Dealing 2017

Nov 16, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2017-11-14

Reporting Person: Schroepfer Michael Todd (Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-11-14	Class A Common Stock	C	66256	—	Acquired	345382	Indirect
2017-11-14	Class A Common Stock	S	18904	$178.0165	Disposed	326478	Indirect
2017-11-14	Class A Common Stock	S	19139	$178.4897	Disposed	307339	Indirect
2017-11-15	Class A Common Stock	C	86584	—	Acquired	586643	Direct
2017-11-15	Class A Common Stock	F	45180	$178.07	Disposed	541463	Direct
2017-11-15	Class A Common Stock	C	34123	—	Acquired	575586	Direct
2017-11-15	Class A Common Stock	F	17806	$178.07	Disposed	557780	Direct
2017-11-15	Class A Common Stock	M	10022	—	Acquired	567802	Direct
2017-11-15	Class A Common Stock	F	5230	$178.07	Disposed	562572	Direct
2017-11-15	Class A Common Stock	M	8255	—	Acquired	570827	Direct
2017-11-15	Class A Common Stock	F	4308	$178.07	Disposed	566519	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-11-14	Stock Option (Right to Buy Class B Common Stock)	$2.954	M	66256	Disposed	2019-08-18	Class B Common Stock (66256)	Indirect
2017-11-14	Class B Common Stock	$	M	66256	Acquired		Class A Common Stock (66256)	Indirect
2017-11-14	Class B Common Stock	$	C	66256	Disposed		Class A Common Stock (66256)	Indirect
2017-11-15	Restricted Stock Unit (RSU) (Class B)	$	M	86584	Disposed	2020-08-25	Class B Common Stock (86584)	Direct
2017-11-15	Class B Common Stock	$	M	86584	Acquired		Class A Common Stock (86584)	Direct
2017-11-15	Class B Common Stock	$	C	86584	Disposed		Class A Common Stock (86584)	Direct
2017-11-15	Restricted Stock Unit (RSU) (Class B)	$	M	34123	Disposed	2022-05-02	Class B Common Stock (34123)	Direct
2017-11-15	Class B Common Stock	$	M	34123	Acquired		Class A Common Stock (34123)	Direct
2017-11-15	Class B Common Stock	$	C	34123	Disposed		Class A Common Stock (34123)	Direct
2017-11-15	Restricted Stock Units (RSU) (Class A)	$	M	10022	Disposed	2024-03-16	Class A Common Stock (10022)	Direct
2017-11-15	Restricted Stock Units (RSU) (Class A)	$	M	8255	Disposed	2025-03-15	Class A Common Stock (8255)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	30121	Indirect
Class A Common Stock	30121	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 options listed in Table II.

F2: Shares held of record by Michael Schroepfer and Erin Hoffmann, Co-Trustees of The HS Trust U/A/D 9/28/2011.

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 $177.31 to $178.29 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.

F5: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.32 to $178.89 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.

F6: 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.

F7: 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.

F8: Shares held of record by Erin Hoffmann, Trustee of The Erin Hoffmann 2017 Annuity Trust U/A/D 6/29/2017, a grantor retained annuity trust for the benefit of the reporting person's spouse.

F9: Shares held of record by Michael Schroepfer, Trustee of The Michael Schroepfer 2017 Annuity Trust U/A/D 6/29/2017, a grantor retained annuity trust for the benefit of the reporting person.

F10: The option vested as to 1/5th of the total shares on July 15, 2010, after which 1/60th of the total shares vest monthly, subject to continued service through each vesting date. In connection with certain estate planning transfers, the reporting person transferred vested shares underlying the option to Michael Schroepfer and Erin Hoffman, Co-Trustees of The HS Trust U/A/D 9/28/11.

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: Options held of record by Michael Schroepfer and Erin Hoffmann, Co-Trustees of The HS Trust U/A/D 9/28/2011.

F13: The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.

F14: Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.

F15: The RSUs were granted with both (a) a liquidity event-based vesting condition and (b) a service-based vesting condition, both of which conditions must be satisfied in order for the RSUs to vest. The liquidity event-based vesting condition was satisfied on November 17, 2012. The service-based vesting condition was satisfied as to 1/16th of the total number of shares on August 15, 2014, after which 1/16th of the total number of shares vest quarterly, subject to continued service through each vesting date.

F16: The RSUs vest as to 1/16th of the total shares quarterly, beginning on November 15, 2014, subject to continued service through each vesting date.

F17: Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.

F18: 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.

F19: The RSUs vest as to 1/16th of the total shares quarterly, beginning on May 15, 2017, subject to continued service through each vesting date.