Meta Platforms, Inc. — Director's Dealing 2019

May 21, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2019-05-17

Reporting Person: Andreessen Marc L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-17	Class A Common Stock	C	90705	—	Acquired	194640	Indirect
2019-05-17	Class A Common Stock	C	62774	—	Acquired	62774	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-17	Class B Common Stock	$	J	133534	Disposed		Class A Common Stock (133534)	Indirect
2019-05-17	Class B Common Stock	$	C	90705	Disposed		Class A Common Stock (90705)	Indirect
2019-05-17	Class B Common Stock	$	J	92416	Disposed		Class A Common Stock (92416)	Indirect
2019-05-17	Class B Common Stock	$	C	62774	Disposed		Class A Common Stock (62774)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	181029	Indirect

Footnotes

F1: 224,239 shares of Class B Common Stock were initially reported on a Form 4 filed with the Securities and Exchange Commission ("SEC") on July 23, 2014 as having been acquired by the holder in connection with the issuer's acquisition of Oculus VR, Inc. ("Oculus"). The shares were held in escrow to secure the Oculus stockholders' obligations to indemnify the issuer for certain matters set forth in the amended and restated merger agreement dated April 21, 2014 (the "Merger Agreement"). Pursuant to these indemnity obligations, on May 17, 2019, 133,534 of these shares were forfeited and are being returned to the issuer for no consideration. Following this forfeiture, neither the reporting person nor the holder owns such forfeited shares or has voting or investment power over, or a pecuniary interest in, the forfeited shares. The remaining 90,705 shares were released to the holder on May 17, 2019.

F2: The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis pursuant to an irrevocable commitment to convert such shares that was delivered previously to the issuer.

F3: The reporting person is one of the Managing Members of AH Equity Partners III, L.L.C. ("AHEP III"), which is the General Partner of Andreessen Horowitz Fund III, L.P., as nominee ("AH Fund III"), and may be deemed to share voting and investment power over the securities held by AH Fund III. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

F4: 155,190 shares of Class B Common Stock were initially reported on a Form 4 filed with the SEC on July 23, 2014 as having been acquired by the holder in connection with the issuer's acquisition of Oculus. The shares were held in escrow to secure the Oculus stockholders' obligations to indemnify the issuer for certain matters set forth in the Merger Agreement. Pursuant to these indemnity obligations, on May 17, 2019, 92,416 of these shares were forfeited and are being returned to the issuer for no consideration. Following this forfeiture, neither the reporting person nor the holder owns such forfeited shares or has voting or investment power over, or a pecuniary interest in, the forfeited shares. The remaining 62,774 shares were released to the holder on May 17, 2019.

F5: The reporting person is one of the Managing Members of AH Equity Partners III (Parallel), L.L.C. ("AHEP III (Parallel)"), which is the General Partner of AH Parallel Fund III, L.P., as nominee ("AHPF III"), and may be deemed to share voting and investment power over the securities held by AHPF III. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

F6: The reporting person and his spouse are the trustees of the LAMA Community Trust.

F7: 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.

F8: The value of these shares was established in the Merger Agreement.