Meta Platforms, Inc. — Director's Dealing 2017

May 26, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2017-05-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-19	Class A Common Stock	G	23824	—	Disposed	0	Indirect
2017-05-19	Class A Common Stock	G	23824	—	Acquired	2142986	Indirect
2017-05-24	Class A Common Stock	C	78606	$10.388	Acquired	2221592	Indirect
2017-05-24	Class A Common Stock	S	37675	$149.2252	Disposed	2183917	Indirect
2017-05-24	Class A Common Stock	S	40931	$149.8383	Disposed	2142986	Indirect
2017-05-24	Class A Common Stock	S	39232	$149.2191	Disposed	2103754	Indirect
2017-05-24	Class A Common Stock	S	45662	$149.8264	Disposed	2058092	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-24	Stock Option (Right to Buy Class B Common Stock)	$10.388	M	78606	Disposed	2020-07-22	Class B Common Stock (78606)	Indirect
2017-05-24	Class B Common Stock	$	M	78606	Acquired		Class A Common Stock (78606)	Indirect
2017-05-24	Class B Common Stock	$	C	78606	Disposed		Class A Common Stock (78606)	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 the Sandberg-Goldberg Family Trust Dated September 3, 2004.

F3: Shares held of record by Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004.

F4: 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.

F5: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the holder.

F6: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $148.45 to $149.4401 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 $149.45 to $150.18 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $148.45 to $149.4450 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.

F9: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $149.45 to $150.21 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 option vests as to 1/48th of the total shares monthly, beginning on May 1, 2013, 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: Options held of record by Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004.

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