Meta Platforms, Inc. — Director's Dealing 2018

May 16, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2018-05-14

Reporting Person: Sandberg Sheryl (Director, Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-05-14	Class A Common Stock	C	16666	—	Acquired	1489469	Indirect
2018-05-14	Class A Common Stock	C	38334	—	Acquired	1527803	Indirect
2018-05-14	Class A Common Stock	S	43789	$186.8425	Disposed	1484014	Indirect
2018-05-14	Class A Common Stock	S	11211	$187.5076	Disposed	1472803	Indirect
2018-05-15	Class A Common Stock	M	34364	—	Acquired	1507167	Indirect
2018-05-15	Class A Common Stock	F	17038	$186.64	Disposed	1490129	Indirect
2018-05-15	Class A Common Stock	M	13029	—	Acquired	1503158	Indirect
2018-05-15	Class A Common Stock	F	6460	$186.64	Disposed	1496698	Indirect
2018-05-15	Class A Common Stock	M	16508	—	Acquired	1513206	Indirect
2018-05-15	Class A Common Stock	F	8185	$186.64	Disposed	1505021	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-05-14	Stock Option (Right to Buy Class B Common Stock)	$10.388	M	16666	Disposed	2020-07-22	Class B Common Stock (16666)	Indirect
2018-05-14	Class B Common Stock	$	M	16666	Acquired		Class A Common Stock (16666)	Indirect
2018-05-14	Class B Common Stock	$	C	16666	Disposed		Class A Common Stock (16666)	Indirect
2018-05-14	Stock Option (Right to Buy Class B Common Stock)	$15.00	M	38334	Disposed	2020-10-17	Class B Common Stock (38334)	Indirect
2018-05-14	Class B Common Stock	$	M	38334	Acquired		Class A Common Stock (38334)	Indirect
2018-05-14	Class B Common Stock	$	C	38334	Disposed		Class A Common Stock (38334)	Indirect
2018-05-15	Restricted Stock Units (RSU) (Class A)	$	M	34364	Disposed	2023-05-05	Class A Common Stock (34364)	Direct
2018-05-15	Restricted Stock Units (RSU) (Class A)	$	M	13029	Disposed	2024-03-16	Class A Common Stock (13029)	Direct
2018-05-15	Restricted Stock Units (RSU) (Class A)	$	M	16508	Disposed	2025-03-15	Class A Common Stock (16508)	Direct

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 option listed in Table II.

F2: Shares held of record by Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004.

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 $186.33 to $187.31 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.

F5: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $187.33 to $187.77 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.

F6: 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.

F7: The option vests as to 1/48th of the total shares monthly, beginning on May 1, 2013, subject to continued service through each vesting date.

F8: 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.

F9: Options held of record by Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004.

F10: The option vests as to (a) 260,000 shares in equal monthly installments over 48 months, beginning on May 1, 2013 and then (b) the remaining 940,000 shares vest in equal monthly installments over the following 12 months, subject to continued service through each vesting date.

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 1/12th of the total shares quarterly, beginning on February 15, 2018, subject to continued service through each vesting date.