Meta Platforms, Inc. — Director's Dealing 2017

Mar 1, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2017-02-27

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-27	Class A Common Stock	C	73476	—	Acquired	73476	Indirect
2017-02-27	Class A Common Stock	S	26980	$135.4619	Disposed	46496	Indirect
2017-02-27	Class A Common Stock	S	44496	$136.4384	Disposed	2000	Indirect
2017-02-27	Class A Common Stock	S	2000	$137.1135	Disposed	0	Indirect
2017-02-27	Class A Common Stock	S	17039	$135.4657	Disposed	333130	Indirect
2017-02-27	Class A Common Stock	S	28783	$136.4679	Disposed	304347	Indirect
2017-02-27	Class A Common Stock	S	100	$137.15	Disposed	304247	Indirect
2017-02-27	Class A Common Stock	S	13613	$135.4652	Disposed	814257	Indirect
2017-02-27	Class A Common Stock	S	22625	$136.4531	Disposed	791632	Indirect
2017-02-27	Class A Common Stock	S	500	$137.126	Disposed	791132	Indirect
2017-02-27	Class A Common Stock	S	6889	$135.4664	Disposed	1132523	Indirect
2017-02-27	Class A Common Stock	S	11480	$136.4702	Disposed	1121043	Indirect
2017-02-27	Class A Common Stock	S	6872	$135.4627	Disposed	1228972	Indirect
2017-02-27	Class A Common Stock	S	11497	$136.4691	Disposed	1217475	Indirect
2017-02-28	Class A Common Stock	C	73618	—	Acquired	73618	Indirect
2017-02-28	Class A Common Stock	S	34808	$135.5556	Disposed	38810	Indirect
2017-02-28	Class A Common Stock	S	38610	$136.0828	Disposed	200	Indirect
2017-02-28	Class A Common Stock	S	200	$136.795	Disposed	0	Indirect
2017-02-28	Class A Common Stock	S	23139	$135.5718	Disposed	281108	Indirect
2017-02-28	Class A Common Stock	S	22871	$136.1075	Disposed	258237	Indirect
2017-02-28	Class A Common Stock	S	20145	$135.5923	Disposed	770987	Indirect
2017-02-28	Class A Common Stock	S	16663	$136.1326	Disposed	754324	Indirect
2017-02-28	Class A Common Stock	S	9603	$135.5886	Disposed	1111440	Indirect
2017-02-28	Class A Common Stock	S	8800	$136.1291	Disposed	1102640	Indirect
2017-02-28	Class A Common Stock	S	10987	$135.6275	Disposed	1206488	Indirect
2017-02-28	Class A Common Stock	S	7416	$136.1683	Disposed	1199072	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-27	Class B Common Stock	$	C	73476	Disposed		Class A Common Stock (73476)	Indirect
2017-02-28	Class B Common Stock	$	C	73618	Disposed		Class A Common Stock (73618)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (5207492)	5207492	Indirect
Class B Common Stock	$		Class A Common Stock (401687563)	401687563	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 $135.06 to $136.01 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.

F4: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $136.08 to $137.05 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.

F5: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $137.06 to $137.17 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.

F6: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $135.08 to $136.07 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.

F7: 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.

F8: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $136.15 to $137.14 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.

F9: The sales reported were effected by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 1, dated 5/8/2014, 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.

F10: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $135.08 to $136.05 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.

F11: Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 1, dated 5/8/2014.

F12: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $136.12 to $137.11 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: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $137.12 to $137.14 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.

F14: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $135.10 to $136.00 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. 2, 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 $136.14 to $137.12 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 $135.10 to $135.98 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: Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 3, dated 5/8/2014.

F19: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $136.15 to $137.12 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 $134.78 to $135.77 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 $135.78 to $136.77 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.

F22: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $136.79 to $136.80 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.

F23: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $134.82 to $135.81 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.

F24: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $135.82 to $136.77 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.

F25: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $134.89 to $135.88 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.

F26: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $135.885 to $136.77 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.

F27: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $134.87 to $135.86 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.

F28: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $135.87 to $136.77 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.

F29: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $134.95 to $135.94 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.

F30: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $135.95 to $136.77 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.

F31: 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.

F32: Shares held of record by Mark Zuckerberg, Trustee of the 2006 Trust.