Meta Platforms, Inc. — Director's Dealing 2017

Sep 21, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2017-09-19

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-09-19	Class A Common Stock	C	58262	—	Acquired	58262	Indirect
2017-09-19	Class A Common Stock	S	20655	$171.1822	Disposed	37607	Indirect
2017-09-19	Class A Common Stock	S	35787	$171.8586	Disposed	1820	Indirect
2017-09-19	Class A Common Stock	S	1820	$172.4872	Disposed	0	Indirect
2017-09-19	Class A Common Stock	C	36414	—	Acquired	36414	Indirect
2017-09-19	Class A Common Stock	S	11371	$171.147	Disposed	25043	Indirect
2017-09-19	Class A Common Stock	S	23901	$171.8258	Disposed	1142	Indirect
2017-09-19	Class A Common Stock	S	1142	$172.485	Disposed	0	Indirect
2017-09-19	Class A Common Stock	S	6305	$171.1711	Disposed	668764	Indirect
2017-09-19	Class A Common Stock	S	8265	$171.8939	Disposed	660499	Indirect
2017-09-19	Class A Common Stock	S	6576	$171.2021	Disposed	764892	Indirect
2017-09-19	Class A Common Stock	S	7993	$171.9029	Disposed	756899	Indirect
2017-09-20	Class A Common Stock	C	58180	—	Acquired	58180	Indirect
2017-09-20	Class A Common Stock	S	26771	$171.5173	Disposed	31409	Indirect
2017-09-20	Class A Common Stock	S	30729	$172.1679	Disposed	680	Indirect
2017-09-20	Class A Common Stock	S	680	$172.9315	Disposed	0	Indirect
2017-09-20	Class A Common Stock	C	36364	—	Acquired	36364	Indirect
2017-09-20	Class A Common Stock	S	15852	$171.493	Disposed	20512	Indirect
2017-09-20	Class A Common Stock	S	19812	$172.1352	Disposed	700	Indirect
2017-09-20	Class A Common Stock	S	700	$172.88	Disposed	0	Indirect
2017-09-20	Class A Common Stock	S	8800	$171.5855	Disposed	651699	Indirect
2017-09-20	Class A Common Stock	S	5646	$172.2787	Disposed	646053	Indirect
2017-09-20	Class A Common Stock	S	100	$173.03	Disposed	645953	Indirect
2017-09-20	Class A Common Stock	S	7960	$171.5331	Disposed	748939	Indirect
2017-09-20	Class A Common Stock	S	6512	$172.2154	Disposed	742427	Indirect
2017-09-20	Class A Common Stock	S	75	$172.93	Disposed	742352	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-09-19	Class B Common Stock	$	C	58262	Disposed		Class A Common Stock (58262)	Indirect
2017-09-19	Class B Common Stock	$	C	36414	Disposed		Class A Common Stock (36414)	Indirect
2017-09-20	Class B Common Stock	$	C	58180	Disposed		Class A Common Stock (58180)	Indirect
2017-09-20	Class B Common Stock	$	C	36364	Disposed		Class A Common Stock (36364)	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 $170.42 to $171.41 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.

F4: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $171.42 to $172.39 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 $172.475 to $172.51 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: 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.

F7: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $170.40 to $171.39 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.

F8: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $171.40 to $172.39 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.

F9: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $172.40 to $172.53 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.

F10: 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.

F11: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $170.47 to $171.43 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.

F12: Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 2, dated 5/8/2014.

F13: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $171.51 to $172.50 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.

F14: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $170.58 to $171.57 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.

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 $171.58 to $172.51 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.

F17: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $170.83 to $171.82 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.

F18: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $171.83 to $172.81 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.

F19: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $172.84 to $172.99 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.

F20: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $170.80 to $171.79 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.

F21: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $171.80 to $172.74 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.

F22: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $172.81 to $173.03 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.

F23: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $170.92 to $171.89 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.

F24: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $171.92 to $172.81 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.

F25: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $170.86 to $171.85 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.

F26: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $171.87 to $172.79 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.

F27: Shares held of record by Mark Zuckerberg, Trustee of the 2006 Trust.

F28: 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.