Meta Platforms, Inc. — Director's Dealing 2018

Jun 13, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2018-06-11

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-06-11	Class A Common Stock	S	20354	$189.387	Disposed	16384291	Indirect
2018-06-11	Class A Common Stock	S	12818	$189.9736	Disposed	16371473	Indirect
2018-06-11	Class A Common Stock	S	23281	$191.5389	Disposed	16348192	Indirect
2018-06-11	Class A Common Stock	S	36047	$192.0538	Disposed	16312145	Indirect
2018-06-11	Class A Common Stock	C	127500	—	Acquired	127500	Indirect
2018-06-11	Class A Common Stock	S	28152	$189.4061	Disposed	99348	Indirect
2018-06-11	Class A Common Stock	S	16604	$189.9862	Disposed	82744	Indirect
2018-06-11	Class A Common Stock	S	33870	$191.563	Disposed	48874	Indirect
2018-06-11	Class A Common Stock	S	48874	$192.0538	Disposed	0	Indirect
2018-06-12	Class A Common Stock	S	78448	$192.2088	Disposed	16233697	Indirect
2018-06-12	Class A Common Stock	S	14052	$192.9281	Disposed	16219645	Indirect
2018-06-12	Class A Common Stock	C	127500	—	Acquired	127500	Indirect
2018-06-12	Class A Common Stock	S	106275	$192.1996	Disposed	21225	Indirect
2018-06-12	Class A Common Stock	S	21225	$192.9095	Disposed	0	Indirect
2018-06-13	Class A Common Stock	S	41406	$192.4553	Disposed	16178239	Indirect
2018-06-13	Class A Common Stock	S	40859	$193.4139	Disposed	16137380	Indirect
2018-06-13	Class A Common Stock	S	10235	$194.1579	Disposed	16127145	Indirect
2018-06-13	Class A Common Stock	C	127500	—	Acquired	127500	Indirect
2018-06-13	Class A Common Stock	S	53234	$192.4621	Disposed	74266	Indirect
2018-06-13	Class A Common Stock	S	59163	$193.3915	Disposed	15103	Indirect
2018-06-13	Class A Common Stock	S	15103	$194.1615	Disposed	0	Indirect
2018-06-13	Class A Common Stock	S	3553	$192.4565	Disposed	362513	Indirect
2018-06-13	Class A Common Stock	S	3847	$193.4532	Disposed	358666	Indirect
2018-06-13	Class A Common Stock	S	600	$194.2833	Disposed	358066	Indirect
2018-06-13	Class A Common Stock	S	3945	$192.4483	Disposed	441686	Indirect
2018-06-13	Class A Common Stock	S	4092	$193.4057	Disposed	437594	Indirect
2018-06-13	Class A Common Stock	S	963	$194.1836	Disposed	436631	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-06-11	Class B Common Stock	$	C	127500	Disposed		Class A Common Stock (127500)	Indirect
2018-06-12	Class B Common Stock	$	C	127500	Disposed		Class A Common Stock (127500)	Indirect
2018-06-13	Class B Common Stock	$	C	127500	Disposed		Class A Common Stock (127500)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	206000	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 $188.81 to $189.80 per share, inclusive. The reporting person 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 $189.81 to $190.62 per share, inclusive. The reporting person 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 $190.87 to $191.86 per share, inclusive. The reporting person 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 $191.87 to $192.50 per share, inclusive. The reporting person 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 $188.81 to $189.805 per share, inclusive. The reporting person 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 $189.81 to $190.64 per share, inclusive. The reporting person 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 $190.87 to $191.86 per share, inclusive. The reporting person 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 $191.87 to $192.52 per share, inclusive. The reporting person 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 $191.67 to $192.65 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 $192.67 to $193.20 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 $191.64 to $192.63 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.

F15: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $192.65 to $193.23 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 $191.96 to $192.95 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.

F17: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $192.97 to $193.96 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 $193.97 to $194.46 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 $191.95 to $192.94 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.

F20: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $192.95 to $193.94 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.

F21: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $193.96 to $194.47 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 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.

F23: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $192.03 to $192.96 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: Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 2, dated 5/8/2014.

F25: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $193.05 to $194.03 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 $194.10 to $194.43 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.

F27: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $191.98 to $192.95 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.

F28: Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 3, dated 5/8/2014.

F29: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $192.99 to $193.98 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 $193.99 to $194.35 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: Shares held of record by Chan Zuckerberg Advocacy. The reporting person is deemed to have voting and investment power over the shares held by Chan Zuckerberg Advocacy, but has no pecuniary interest in these shares.

F32: 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.

F33: Shares held of record by Mark Zuckerberg, Trustee of the 2006 Trust.