Meta Platforms, Inc. — Director's Dealing 2017

May 18, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2017-05-16

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-09	Class A Common Stock	J	468566	—	Disposed	0	Indirect
2017-05-09	Class A Common Stock	J	468566	—	Acquired	468566	Indirect
2017-05-16	Class A Common Stock	C	66800	—	Acquired	66800	Indirect
2017-05-16	Class A Common Stock	S	64700	$149.6867	Disposed	2100	Indirect
2017-05-16	Class A Common Stock	S	2100	$150.1057	Disposed	0	Indirect
2017-05-16	Class A Common Stock	C	41751	—	Acquired	41751	Indirect
2017-05-16	Class A Common Stock	S	40751	$149.6866	Disposed	1000	Indirect
2017-05-16	Class A Common Stock	S	1000	$150.121	Disposed	0	Indirect
2017-05-16	Class A Common Stock	S	16499	$149.7041	Disposed	943265	Indirect
2017-05-16	Class A Common Stock	S	200	$150.16	Disposed	943065	Indirect
2017-05-16	Class A Common Stock	S	16400	$149.6861	Disposed	1039795	Indirect
2017-05-16	Class A Common Stock	S	300	$150.155	Disposed	1039495	Indirect
2017-05-17	Class A Common Stock	C	67978	—	Acquired	67978	Indirect
2017-05-17	Class A Common Stock	S	4773	$145.3299	Disposed	63205	Indirect
2017-05-17	Class A Common Stock	S	18870	$146.3574	Disposed	44335	Indirect
2017-05-17	Class A Common Stock	S	29010	$147.338	Disposed	15325	Indirect
2017-05-17	Class A Common Stock	S	15325	$148.14	Disposed	0	Indirect
2017-05-17	Class A Common Stock	C	42483	—	Acquired	42483	Indirect
2017-05-17	Class A Common Stock	S	2484	$145.3156	Disposed	39999	Indirect
2017-05-17	Class A Common Stock	S	12439	$146.3666	Disposed	27560	Indirect
2017-05-17	Class A Common Stock	S	18000	$147.3399	Disposed	9560	Indirect
2017-05-17	Class A Common Stock	S	9560	$148.1438	Disposed	0	Indirect
2017-05-17	Class A Common Stock	S	513	$145.3428	Disposed	942552	Indirect
2017-05-17	Class A Common Stock	S	4892	$146.3264	Disposed	937660	Indirect
2017-05-17	Class A Common Stock	S	7779	$147.3785	Disposed	929881	Indirect
2017-05-17	Class A Common Stock	S	3801	$148.1318	Disposed	926080	Indirect
2017-05-17	Class A Common Stock	S	938	$145.4048	Disposed	1038557	Indirect
2017-05-17	Class A Common Stock	S	4753	$146.3417	Disposed	1033804	Indirect
2017-05-17	Class A Common Stock	S	7300	$147.3309	Disposed	1026504	Indirect
2017-05-17	Class A Common Stock	S	4000	$148.12	Disposed	1022504	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-16	Class B Common Stock	$	C	66800	Disposed		Class A Common Stock (66800)	Indirect
2017-05-16	Class B Common Stock	$	C	41751	Disposed		Class A Common Stock (41751)	Indirect
2017-05-17	Class B Common Stock	$	C	67978	Disposed		Class A Common Stock (67978)	Indirect
2017-05-17	Class B Common Stock	$	C	42483	Disposed		Class A Common Stock (42483)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (5207492)	5207492	Indirect

Footnotes

F1: This transaction represents a transfer of shares that were beneficially owned by the reporting person for the purposes of estate planning and not a sale of securities.

F2: Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 1, dated 5/8/2014.

F3: Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg Trust dated July 7, 2006 ("2006 Trust").

F4: Shares held of record by Mark Zuckerberg, Trustee and Settlor of the Chan Zuckerberg Foundation ("CZ Foundation").

F5: 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.

F6: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $149.07 to $150.06 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 $150.07 to $150.16 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: Shares held of record by CZI. The 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.

F9: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $149.10 to $150.09 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.

F10: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $150.10 to $150.16 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.

F11: 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.

F12: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $149.14 to $150.13 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.

F13: Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 2, 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 $149.14 to $150.13 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.

F15: Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 3, dated 5/8/2014.

F16: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $150.145 to $150.16 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.

F17: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $144.84 to $145.81 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.

F18: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $145.86 to $146.84 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.

F19: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $146.86 to $147.85 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.

F20: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $147.86 to $148.61 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.

F21: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $144.83 to $145.79 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 $145.86 to $146.85 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: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $146.86 to $147.85 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.

F24: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $147.86 to $148.62 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.

F25: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $144.83 to $145.78 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.

F26: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $145.87 to $146.84 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 written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F27: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $146.89 to $147.85 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.

F28: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $147.89 to $148.51 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.

F29: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $144.84 to $145.79 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.

F30: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $145.88 to $146.85 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.

F31: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $146.89 to $147.85 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.

F32: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $147.89 to $148.51 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.

F33: 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.