Meta Platforms, Inc. — Director's Dealing 2018

Aug 29, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2018-08-27

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-08-27	Class A Common Stock	S	7800	$176.2967	Disposed	11821806	Indirect
2018-08-27	Class A Common Stock	S	62850	$177.3819	Disposed	11758956	Indirect
2018-08-27	Class A Common Stock	S	15600	$178.0902	Disposed	11743356	Indirect
2018-08-27	Class A Common Stock	C	108750	—	Acquired	108750	Indirect
2018-08-27	Class A Common Stock	S	9000	$176.2801	Disposed	99750	Indirect
2018-08-27	Class A Common Stock	S	77512	$177.3648	Disposed	22238	Indirect
2018-08-27	Class A Common Stock	S	22238	$178.0731	Disposed	0	Indirect
2018-08-28	Class A Common Stock	S	35600	$176.6562	Disposed	11707756	Indirect
2018-08-28	Class A Common Stock	S	48409	$177.2137	Disposed	11659347	Indirect
2018-08-28	Class A Common Stock	S	2241	$178.0724	Disposed	11657106	Indirect
2018-08-28	Class A Common Stock	C	108750	—	Acquired	108750	Indirect
2018-08-28	Class A Common Stock	S	43239	$176.6452	Disposed	65511	Indirect
2018-08-28	Class A Common Stock	S	62801	$177.2033	Disposed	2710	Indirect
2018-08-28	Class A Common Stock	S	2710	$178.0812	Disposed	0	Indirect
2018-08-29	Class A Common Stock	S	67404	$175.562	Disposed	11589702	Indirect
2018-08-29	Class A Common Stock	S	18846	$176.1112	Disposed	11570856	Indirect
2018-08-29	Class A Common Stock	C	108750	—	Acquired	108750	Indirect
2018-08-29	Class A Common Stock	S	68112	$175.456	Disposed	40638	Indirect
2018-08-29	Class A Common Stock	S	40638	$176.0239	Disposed	0	Indirect
2018-08-29	Class A Common Stock	S	5314	$175.4717	Disposed	264752	Indirect
2018-08-29	Class A Common Stock	S	2686	$176.0379	Disposed	262066	Indirect
2018-08-29	Class A Common Stock	S	7000	$175.5383	Disposed	330631	Indirect
2018-08-29	Class A Common Stock	S	2000	$176.0988	Disposed	328631	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-08-27	Class B Common Stock	$	C	108750	Disposed		Class A Common Stock (108750)	Indirect
2018-08-28	Class B Common Stock	$	C	108750	Disposed		Class A Common Stock (108750)	Indirect
2018-08-29	Class B Common Stock	$	C	108750	Disposed		Class A Common Stock (108750)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	206000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (1908602)	1908602	Indirect
Class B Common Stock	$		Class A Common Stock (5676058)	5676058	Indirect

Footnotes

F1: The sales reported were effected by Mark Zuckerberg, Trustee and Settlor of the Chan Zuckerberg Foundation ("CZ Foundation") and CZI Holdings, LLC ("CZI"), as applicable, pursuant to their Rule 10b5-1 trading plans. These sales are part of the plan Mr. Zuckerberg announced in September 2017 to sell 35 million to 75 million Facebook shares over approximately 18 months from the date of that announcement in order to fund the philanthropic initiatives of Mr. Zuckerberg and his wife, Priscilla Chan, in education, science and advocacy.

F2: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $175.86 to $176.85 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.

F3: Shares held of record by CZ Foundation. The reporting person is deemed to have voting and investment power over the shares held by CZ Foundation, but has no pecuniary interest in these shares.

F4: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $176.86 to $177.85 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 $177.86 to $178.55 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: 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.

F7: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $175.82 to $176.75 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.

F8: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $176.82 to $177.81 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.

F9: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $177.82 to $178.65 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.

F10: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $175.98 to $176.97 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.

F11: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $176.98 to $177.955 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.

F12: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.00 to $178.14 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.

F13: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $175.98 to $176.97 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.

F14: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $176.98 to $177.97 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.

F15: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.00 to $178.16 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.

F16: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $174.96 to $175.95 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.

F17: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $175.96 to $176.65 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.

F18: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $174.83 to $175.82 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.

F19: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $175.83 to $176.73 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.

F20: The sales reported were effected by 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.

F21: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $174.85 to $175.84 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.

F22: Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 2, dated 5/8/2014.

F23: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $175.85 to $176.62 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.

F24: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $174.96 to $175.95 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.

F25: Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 3, dated 5/8/2014.

F26: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $175.97 to $176.58 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.

F27: Shares held of record by Chan Zuckerberg Advocacy. The reporting person is deemed to have voting and investment power over the shares held by Chan Zuckerberg Advocacy, but has no pecuniary interest in these shares.

F28: 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.

F29: Shares held of record by Mark Zuckerberg, Trustee of the 2006 Trust.