Meta Platforms, Inc. — Director's Dealing 2019

Feb 28, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2019-02-26

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-26	Class A Common Stock	C	48334	—	Acquired	1320461	Indirect
2019-02-26	Class A Common Stock	C	6666	—	Acquired	1327127	Indirect
2019-02-26	Class A Common Stock	S	28869	$164.5011	Disposed	1298258	Indirect
2019-02-26	Class A Common Stock	S	23166	$165.3378	Disposed	1275092	Indirect
2019-02-26	Class A Common Stock	S	2965	$166.0227	Disposed	1272127	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-26	Stock Option (Right to Buy Class B Common Stock)	$10.388	M	48334	Disposed	2020-07-22	Class B Common Stock (48334)	Indirect
2019-02-26	Class B Common Stock	$	M	48334	Acquired		Class A Common Stock (48334)	Indirect
2019-02-26	Class B Common Stock	$	C	48334	Disposed		Class A Common Stock (48334)	Indirect
2019-02-26	Stock Option (Right to Buy Class B Common Stock)	$15.00	M	6666	Disposed	2020-10-17	Class B Common Stock (6666)	Indirect
2019-02-26	Class B Common Stock	$	M	6666	Acquired		Class A Common Stock (6666)	Indirect
2019-02-26	Class B Common Stock	$	C	6666	Disposed		Class A Common Stock (6666)	Indirect

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 $163.90 to $164.895 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 $164.935 to $165.92 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 $165.945 to $166.12 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: 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 holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.

F11: 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.