Meta Platforms, Inc. — Director's Dealing 2018

Feb 20, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2018-02-15

Reporting Person: Koum Jan (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-13	Class A Common Stock	J	1168777	—	Disposed	934766	Indirect
2018-02-13	Class A Common Stock	J	1168777	—	Acquired	4248339	Indirect
2018-02-13	Class A Common Stock	J	934766	—	Disposed	0	Indirect
2018-02-13	Class A Common Stock	J	934766	—	Acquired	5269287	Indirect
2018-02-15	Class A Common Stock	M	2485347	—	Acquired	6733686	Indirect
2018-02-15	Class A Common Stock	F	1231441	$179.52	Disposed	5502245	Indirect
2018-02-20	Class A Common Stock	S	371500	$175.6494	Disposed	5130745	Indirect
2018-02-20	Class A Common Stock	S	580736	$176.5977	Disposed	4550009	Indirect
2018-02-20	Class A Common Stock	S	301670	$177.4104	Disposed	4248339	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-15	Restricted Stock Units (RSU) (Class A)	$	M	2485347	Disposed	2024-11-16	Class A Common Stock (2485347)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	2242880	Indirect

Footnotes

F1: Represents a transfer of shares from Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VIII U/A/D 1/29/2016 to Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004. The reporting person remains the beneficial owner of all of the shares after the transfer.

F2: Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VIII U/A/D 1/29/2016.

F3: Shares held of record by Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004.

F4: Represents a transfer of shares from Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VIII U/A/D 1/29/2016 to Jan Koum and BNY Mellon Trust of Delaware, Trustee of The Jan Koum FamilyTrust II U/A/D 2/4/2015. The reporting person remains the beneficial owner of all of the shares after the transfer.

F5: Shares held of record by BNY Mellon Trust of Delaware, Trustee of The Jan Koum Family Trust II U/A/D 2/4/2015. The reporting person exercises voting and dispositive powers over these shares, but has no pecuniary interest in these shares.

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 Restricted Stock Units ("RSUs") listed in Table II and does not represent a sale by the reporting person.

F7: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the holder.

F8: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $175.115 to $176.11 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 $176.115 to $177.11 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 $177.12 to $177.95 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.

F11: Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust IX U/A/D 4/13/2016.

F12: Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.

F13: The RSUs vest as to (a) 13/60th of the total shares on November 15, 2015, (b) 1/20th of the total shares each quarter thereafter through November 15, 2017, (c) 2/20th of the total shares on each of February 15, 2018, May 15, 2018 and August 15, 2018 and (d) the final 5/60th of the total shares on November 15, 2018; provided, however, that in the event of the reporting person's termination of employment with the issuer under certain circumstances, all of the reporting person's then unvested RSUs shall vest as of the date of such termination of employment.