Meta Platforms, Inc. — Director's Dealing 2017

Feb 16, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2017-02-14

Reporting Person: Stretch Colin (VP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-14	Class A Common Stock	S	750	$133.8953	Disposed	73959	Direct
2017-02-15	Class A Common Stock	C	7681	—	Acquired	81640	Direct
2017-02-15	Class A Common Stock	F	2919	$133.85	Disposed	78721	Direct
2017-02-15	Class A Common Stock	M	6443	—	Acquired	85164	Direct
2017-02-15	Class A Common Stock	F	3344	$133.85	Disposed	81820	Direct
2017-02-15	Class A Common Stock	M	8018	—	Acquired	89838	Direct
2017-02-15	Class A Common Stock	F	4154	$133.85	Disposed	85684	Direct
2017-02-15	Class A Common Stock	M	4952	—	Acquired	90636	Direct
2017-02-15	Class A Common Stock	F	2556	$133.85	Disposed	88080	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-15	Restricted Stock Unit (RSU) (Class B)	$	M	7681	Disposed	2022-05-02	Class B Common Stock (7681)	Direct
2017-02-15	Class B Common Stock	$	M	7681	Acquired		Class A Common Stock (7681)	Direct
2017-02-15	Class B Common Stock	$	C	7681	Disposed		Class A Common Stock (7681)	Direct
2017-02-15	Restricted Stock Units (RSU) (Class A)	$	M	6443	Disposed	2023-05-05	Class A Common Stock (6443)	Direct
2017-02-15	Restricted Stock Units (RSU) (Class A)	$	M	8018	Disposed	2024-03-16	Class A Common Stock (8018)	Direct
2017-02-15	Restricted Stock Units (RSU) (Class A)	$	M	4952	Disposed	2025-03-15	Class A Common Stock (4952)	Direct

Footnotes

F1: The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

F2: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $133.73 to $134.05 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.

F3: Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock in connection with the settlement of the Restricted Stock Units ("RSUs") listed in Table II.

F4: Represents the number of shares of Class A Common Stock that have been withheld by the issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the RSUs and does not represent a sale by the reporting person.

F5: Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.

F6: The RSUs vest as to 1/16th of the total shares on February 15, 2014 and then an additional 1/16th of the total shares vest quarterly thereafter, subject to continued service through each vesting date.

F7: 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.

F8: The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.

F9: Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.

F10: The RSUs vest as to 1/5th of the total shares on February 15, 2015, after which 1/20th of the total shares vest quarterly, subject to continued service through each vesting date.

F11: The RSUs vest as to 1/16th of the total shares quarterly, beginning on February 15, 2016, subject to continued service through each vesting date.