Meta Platforms, Inc. — Director's Dealing 2017

Dec 14, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2017-12-12

Reporting Person: Schroepfer Michael Todd (Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-11-20	Class A Common Stock	G	163985	—	Disposed	402534	Direct
2017-11-20	Class A Common Stock	G	21013	—	Disposed	381521	Direct
2017-12-12	Class A Common Stock	C	66256	—	Acquired	373595	Indirect
2017-12-12	Class A Common Stock	S	16236	$177.1514	Disposed	357359	Indirect
2017-12-12	Class A Common Stock	S	17600	$178.27	Disposed	339759	Indirect
2017-12-12	Class A Common Stock	S	4206	$178.8903	Disposed	335553	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-12-12	Stock Option (Right to Buy Class B Common Stock)	$2.954	M	66256	Disposed	2019-08-18	Class B Common Stock (66256)	Indirect
2017-12-12	Class B Common Stock	$	M	66256	Acquired		Class A Common Stock (66256)	Indirect
2017-12-12	Class B Common Stock	$	C	66256	Disposed		Class A Common Stock (66256)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	30121	Indirect
Class A Common Stock	30121	Indirect

Footnotes

F1: Represents shares of Class A Common Stock that the reporting person donated as a gift to a charitable entity.

F2: 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.

F3: Shares held of record by Michael Schroepfer and Erin Hoffmann, Co-Trustees of The HS Trust U/A/D 9/28/2011.

F4: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the holder.

F5: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $176.66 to $177.65 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 $177.68 to $178.66 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: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.69 to $179.10 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.

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