Meta Platforms, Inc. — Director's Dealing 2018

May 9, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2018-05-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-05-07	Class A Common Stock	S	34749	$177.7546	Disposed	6590096	Indirect
2018-05-07	Class A Common Stock	S	51862	$178.7896	Disposed	6538234	Indirect
2018-05-07	Class A Common Stock	S	5889	$179.2537	Disposed	6532345	Indirect
2018-05-07	Class A Common Stock	C	127500	—	Acquired	127500	Indirect
2018-05-07	Class A Common Stock	S	47801	$177.7623	Disposed	79699	Indirect
2018-05-07	Class A Common Stock	S	72799	$178.794	Disposed	6900	Indirect
2018-05-07	Class A Common Stock	S	6900	$179.2597	Disposed	0	Indirect
2018-05-07	Class A Common Stock	S	3200	$177.7642	Disposed	402866	Indirect
2018-05-07	Class A Common Stock	S	4500	$178.8242	Disposed	398366	Indirect
2018-05-07	Class A Common Stock	S	300	$179.3233	Disposed	398066	Indirect
2018-05-07	Class A Common Stock	S	3550	$177.7062	Disposed	487081	Indirect
2018-05-07	Class A Common Stock	S	4750	$178.7765	Disposed	482331	Indirect
2018-05-07	Class A Common Stock	S	700	$179.27	Disposed	481631	Indirect
2018-05-08	Class A Common Stock	S	44724	$177.7194	Disposed	6487621	Indirect
2018-05-08	Class A Common Stock	S	47776	$178.5011	Disposed	6439845	Indirect
2018-05-08	Class A Common Stock	C	127500	—	Acquired	127500	Indirect
2018-05-08	Class A Common Stock	S	61492	$177.7146	Disposed	66008	Indirect
2018-05-08	Class A Common Stock	S	66008	$178.4977	Disposed	0	Indirect
2018-05-09	Class A Common Stock	S	13139	$179.52	Disposed	6426706	Indirect
2018-05-09	Class A Common Stock	S	23074	$180.3809	Disposed	6403632	Indirect
2018-05-09	Class A Common Stock	S	17604	$181.2993	Disposed	6386028	Indirect
2018-05-09	Class A Common Stock	S	35383	$182.3842	Disposed	6350645	Indirect
2018-05-09	Class A Common Stock	S	3300	$182.8597	Disposed	6347345	Indirect
2018-05-09	Class A Common Stock	C	127500	—	Acquired	127500	Indirect
2018-05-09	Class A Common Stock	S	17500	$179.4967	Disposed	110000	Indirect
2018-05-09	Class A Common Stock	S	32594	$180.3979	Disposed	77406	Indirect
2018-05-09	Class A Common Stock	S	24346	$181.3393	Disposed	53060	Indirect
2018-05-09	Class A Common Stock	S	50660	$182.4172	Disposed	2400	Indirect
2018-05-09	Class A Common Stock	S	2400	$182.8788	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-05-07	Class B Common Stock	$	C	127500	Disposed		Class A Common Stock (127500)	Indirect
2018-05-08	Class B Common Stock	$	C	127500	Disposed		Class A Common Stock (127500)	Indirect
2018-05-09	Class B Common Stock	$	C	127500	Disposed		Class A Common Stock (127500)	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 $177.18 to $178.17 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 $178.18 to $179.17 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 $179.18 to $179.43 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 $177.20 to $178.18 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 $178.20 to $179.19 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 $179.20 to $179.49 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 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.

F11: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $177.20 to $178.19 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: Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 2, dated 5/8/2014.

F13: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.26 to $179.24 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 $179.26 to $179.40 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 $177.20 to $178.19 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: Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 3, dated 5/8/2014.

F17: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.20 to $179.16 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.

F18: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $179.21 to $179.38 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 $177.14 to $178.13 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.14 to $179.00 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.

F21: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $177.14 to $178.13 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: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.14 to $179.01 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.

F23: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.82 to $179.79 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 $179.82 to $180.79 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: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $180.83 to $181.82 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.

F26: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $181.83 to $182.82 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.

F27: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $182.83 to $182.89 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.

F28: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.82 to $179.77 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.

F29: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $179.85 to $180.83 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.

F30: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $180.85 to $181.84 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.

F31: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $181.86 to $182.85 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.

F32: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $182.86 to $182.94 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.

F33: 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.

F34: Shares held of record by Mark Zuckerberg, Trustee of the 2006 Trust.