Meta Platforms, Inc. — Director's Dealing 2018

May 2, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2018-04-30

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-04-30	Class A Common Stock	S	9384	$172.4526	Disposed	6959090	Indirect
2018-04-30	Class A Common Stock	S	13799	$173.1806	Disposed	6945291	Indirect
2018-04-30	Class A Common Stock	S	7167	$174.4052	Disposed	6938124	Indirect
2018-04-30	Class A Common Stock	S	14749	$175.1963	Disposed	6923375	Indirect
2018-04-30	Class A Common Stock	C	111868	—	Acquired	111868	Indirect
2018-04-30	Class A Common Stock	S	25638	$172.3953	Disposed	86230	Indirect
2018-04-30	Class A Common Stock	S	40992	$173.0779	Disposed	45238	Indirect
2018-04-30	Class A Common Stock	S	22970	$174.276	Disposed	22268	Indirect
2018-04-30	Class A Common Stock	S	22268	$175.1583	Disposed	0	Indirect
2018-05-01	Class A Common Stock	S	9510	$170.9146	Disposed	6913865	Indirect
2018-05-01	Class A Common Stock	S	18955	$171.8441	Disposed	6894910	Indirect
2018-05-01	Class A Common Stock	S	6637	$172.5117	Disposed	6888273	Indirect
2018-05-01	Class A Common Stock	S	1148	$173.8207	Disposed	6887125	Indirect
2018-05-01	Class A Common Stock	C	108750	—	Acquired	108750	Indirect
2018-05-01	Class A Common Stock	S	28283	$170.8955	Disposed	80467	Indirect
2018-05-01	Class A Common Stock	S	55458	$171.8261	Disposed	25009	Indirect
2018-05-01	Class A Common Stock	S	21665	$172.5006	Disposed	3344	Indirect
2018-05-01	Class A Common Stock	S	3344	$173.831	Disposed	0	Indirect
2018-05-02	Class A Common Stock	S	7500	$174.829	Disposed	6879625	Indirect
2018-05-02	Class A Common Stock	S	15964	$176.038	Disposed	6863661	Indirect
2018-05-02	Class A Common Stock	S	49737	$176.7542	Disposed	6813924	Indirect
2018-05-02	Class A Common Stock	S	19299	$177.6303	Disposed	6794625	Indirect
2018-05-02	Class A Common Stock	C	127500	—	Acquired	127500	Indirect
2018-05-02	Class A Common Stock	S	10100	$174.6853	Disposed	117400	Indirect
2018-05-02	Class A Common Stock	S	24794	$176.0409	Disposed	92606	Indirect
2018-05-02	Class A Common Stock	S	67829	$176.7807	Disposed	24777	Indirect
2018-05-02	Class A Common Stock	S	24777	$177.6379	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-04-30	Class B Common Stock	$	C	111868	Disposed		Class A Common Stock (111868)	Indirect
2018-05-01	Class B Common Stock	$	C	108750	Disposed		Class A Common Stock (108750)	Indirect
2018-05-02	Class B Common Stock	$	C	127500	Disposed		Class A Common Stock (127500)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	414066	Indirect
Class A Common Stock	499631	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 $171.82 to $172.81 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.

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 $172.82 to $173.81 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.

F5: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $173.83 to $174.81 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.

F6: 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 $175.63 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 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.

F8: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $171.75 to $172.74 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 $172.75 to $173.74 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 $173.76 to $174.72 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 $174.77 to $175.68 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 $170.30 to $171.28 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 $171.30 to $172.28 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 $172.30 to $173.07 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 $173.47 to $173.99 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 $170.29 to $171.28 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 $171.29 to $172.28 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 $172.29 to $173.09 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 $173.31 to $173.99 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 $174.30 to $175.29 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 $175.30 to $176.29 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 $176.30 to $177.29 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 $177.31 to $178.05 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 $174.30 to $175.29 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 $175.33 to $176.32 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 $176.33 to $177.31 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 $177.33 to $178.04 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: Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 2, dated 5/8/2014.

F29: Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 3, dated 5/8/2014.

F30: 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.

F31: Shares held of record by Mark Zuckerberg, Trustee of the 2006 Trust.