Meta Platforms, Inc. — Director's Dealing 2018

Nov 26, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2018-11-21

Reporting Person: Schroepfer Michael Todd (Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-11-21	Class A Common Stock	C	66233	—	Acquired	512115	Indirect
2018-11-21	Class A Common Stock	S	11628	$135.1542	Disposed	500487	Indirect
2018-11-21	Class A Common Stock	S	22092	$136.0652	Disposed	478395	Indirect
2018-11-21	Class A Common Stock	S	4465	$136.9136	Disposed	473930	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-11-21	Stock Option (Right to Buy Class B Common Stock)	$2.954	M	66233	Disposed	2019-08-18	Class B Common Stock (66233)	Indirect
2018-11-21	Class B Common Stock	$	M	66233	Acquired		Class A Common Stock (66233)	Indirect
2018-11-21	Class B Common Stock	$	C	66233	Disposed		Class A Common Stock (66233)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	14682	Indirect
Class A Common Stock	14682	Indirect
Class A Common Stock	301335	Direct
Class A Common Stock	36500	Indirect
Class A Common Stock	36500	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 options listed in Table II.

F2: Shares held of record by Michael Schroepfer and Erin Hoffmann, Co-Trustees of The HS Trust U/A/D 9/28/2011.

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 $134.665 to $135.65 per share, inclusive. The holder 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.

F5: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $135.67 to $136.65 per share, inclusive. The holder 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.

F6: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $136.695 to $137.095 per share, inclusive. The holder 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: 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.

F8: 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.

F9: Shares held of record by Erin Hoffmann, Trustee of The Erin Hoffmann 2018 Annuity Trust U/A/D 11/15/2018, a grantor retained annuity trust for the benefit of the reporting person's spouse.

F10: Shares held of record by Michael Schroepfer, Trustee of The Michael Schroepfer 2018 Annuity Trust U/A/D 11/15/2018, a grantor retained annuity trust for the benefit of the reporting person.

F11: 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.

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 Michael Schroepfer and Erin Hoffmann, Co-Trustees of The HS Trust U/A/D 9/28/2011.

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