Meta Platforms, Inc. — Director's Dealing 2018

May 17, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2018-05-15

Reporting Person: Schroepfer Michael Todd (Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-05-15	Class A Common Stock	C	86584	—	Acquired	551714	Direct
2018-05-15	Class A Common Stock	F	42929	$186.64	Disposed	508785	Direct
2018-05-15	Class A Common Stock	M	26847	—	Acquired	535632	Direct
2018-05-15	Class A Common Stock	F	13311	$186.64	Disposed	522321	Direct
2018-05-15	Class A Common Stock	M	10022	—	Acquired	532343	Direct
2018-05-15	Class A Common Stock	F	4969	$186.64	Disposed	527374	Direct
2018-05-15	Class A Common Stock	M	8254	—	Acquired	535628	Direct
2018-05-15	Class A Common Stock	F	4093	$186.64	Disposed	531535	Direct
2018-05-15	Class A Common Stock	C	34122	—	Acquired	565657	Direct
2018-05-15	Class A Common Stock	F	16918	$186.64	Disposed	548739	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-05-15	Restricted Stock Unit (RSU) (Class B)	$	M	86584	Disposed	2020-08-25	Class B Common Stock (86584)	Direct
2018-05-15	Class B Common Stock	$	M	86584	Acquired		Class A Common Stock (86584)	Direct
2018-05-15	Class B Common Stock	$	C	86584	Disposed		Class A Common Stock (86584)	Direct
2018-05-15	Restricted Stock Units (RSU) (Class A)	$	M	26847	Disposed	2023-05-05	Class A Common Stock (26847)	Direct
2018-05-15	Restricted Stock Units (RSU) (Class A)	$	M	10022	Disposed	2024-03-16	Class A Common Stock (10022)	Direct
2018-05-15	Restricted Stock Units (RSU) (Class A)	$	M	8254	Disposed	2025-03-15	Class A Common Stock (8254)	Direct
2018-05-15	Restricted Stock Unit (RSU) (Class B)	$	M	34122	Disposed	2022-05-02	Class B Common Stock (34122)	Direct
2018-05-15	Class B Common Stock	$	M	34122	Acquired		Class A Common Stock (34122)	Direct
2018-05-15	Class B Common Stock	$	C	34122	Disposed		Class A Common Stock (34122)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	30121	Indirect
Class A Common Stock	476595	Indirect
Class A Common Stock	30121	Indirect

Footnotes

F1: 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 RSUs listed in Table II.

F2: 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.

F3: 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.

F4: The total reported in Column 5 has been adjusted to correct an inadvertent understatement of total holdings by 28,213 shares in the Form 4 filed on May 10, 2018.

F5: Shares held of record by Michael Schroepfer and Erin Hoffmann, Co-Trustees of The HS Trust U/A/D 9/28/2011.

F6: 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.

F7: Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.

F8: The RSUs were granted with both (a) a liquidity event-based vesting condition and (b) a service-based vesting condition, both of which conditions must be satisfied in order for the RSUs to vest. The liquidity event-based vesting condition was satisfied on November 17, 2012. The service-based vesting condition was satisfied as to 1/16th of the total number of shares on August 15, 2014, after which 1/16th of the total number of shares vest quarterly, subject to continued service through each vesting date.

F9: 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.

F10: The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.

F11: Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.

F12: The RSUs vest as to 1/16th of the total shares quarterly, beginning on November 15, 2017, subject to continued service through each vesting date.

F13: 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.

F14: The RSUs vest as to 1/16th of the total shares quarterly, beginning on May 15, 2017, subject to continued service through each vesting date.

F15: The RSUs vest as to 1/16th of the total shares quarterly, beginning on November 15, 2014, subject to continued service through each vesting date.