Meta Platforms, Inc. — Director's Dealing 2017

May 15, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2017-05-11

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-11	Class A Common Stock	C	78606	$10.388	Acquired	2255778	Indirect
2017-05-11	Class A Common Stock	S	76776	$149.919	Disposed	2179002	Indirect
2017-05-11	Class A Common Stock	S	1830	$150.5266	Disposed	2177172	Indirect
2017-05-11	Class A Common Stock	S	82694	$149.9187	Disposed	2094478	Indirect
2017-05-11	Class A Common Stock	S	2200	$150.5125	Disposed	2092278	Indirect
2017-05-15	Class A Common Stock	M	13029	—	Acquired	2105307	Indirect
2017-05-15	Class A Common Stock	F	6799	$150.33	Disposed	2098508	Indirect
2017-05-15	Class A Common Stock	C	43193	—	Acquired	2141701	Indirect
2017-05-15	Class A Common Stock	F	22539	$150.33	Disposed	2119162	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-11	Stock Option (Right to Buy Class B Common Stock)	$10.388	M	78606	Disposed	2020-07-22	Class B Common Stock (78606)	Indirect
2017-05-11	Class B Common Stock	$	M	78606	Acquired		Class A Common Stock (78606)	Indirect
2017-05-11	Class B Common Stock	$	C	78606	Disposed		Class A Common Stock (78606)	Indirect
2017-05-15	Restricted Stock Units (RSU) (Class A)	$	M	13029	Disposed	2024-03-16	Class A Common Stock (13029)	Direct
2017-05-15	Restricted Stock Unit (RSU) (Class B)	$	M	43193	Disposed	2022-05-02	Class B Common Stock (43193)	Direct
2017-05-15	Class B Common Stock	$	M	43193	Acquired		Class A Common Stock (43193)	Direct
2017-05-15	Class B Common Stock	$	C	43193	Disposed		Class A Common Stock (43193)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	23824	Indirect

Footnotes

F1: 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.

F2: Shares held of record by Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004.

F3: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the holder.

F4: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $149.48 to $150.47 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 $150.48 to $150.59 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 $149.45 to $150.44 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 $150.45 to $150.64 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: 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.

F9: 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.

F10: Shares held of record by Sheryl K. Sandberg, Trustee of the Sandberg-Goldberg Family Trust Dated September 3, 2004.

F11: 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.

F12: 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.

F13: Options held of record by Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004.

F14: The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.

F15: Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.

F16: The RSUs vest as to 1/16th of the total shares quarterly, beginning on May 15, 2016, subject to continued service through each vesting date.

F17: Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.

F18: The RSUs vest as to 1/16th of the total shares quarterly, beginning on February 15, 2014, subject to continued service through each vesting date.