Meta Platforms, Inc. — Director's Dealing 2019

May 16, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2019-05-14

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-14	Class A Common Stock	C	55000	—	Acquired	1327127	Indirect
2019-05-14	Class A Common Stock	S	4090	$178.9446	Disposed	1323037	Indirect
2019-05-14	Class A Common Stock	S	6800	$179.8582	Disposed	1316237	Indirect
2019-05-14	Class A Common Stock	S	16636	$180.8035	Disposed	1299601	Indirect
2019-05-14	Class A Common Stock	S	24908	$181.8454	Disposed	1274693	Indirect
2019-05-14	Class A Common Stock	S	2566	$182.6195	Disposed	1272127	Indirect
2019-05-15	Class A Common Stock	M	34364	—	Acquired	1306491	Indirect
2019-05-15	Class A Common Stock	M	13029	—	Acquired	1319520	Indirect
2019-05-15	Class A Common Stock	M	16508	—	Acquired	1336028	Indirect
2019-05-15	Class A Common Stock	M	9426	—	Acquired	1345454	Indirect
2019-05-15	Class A Common Stock	M	7434	—	Acquired	1352888	Indirect
2019-05-15	Class A Common Stock	F	40043	$180.73	Disposed	1312845	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-14	Stock Option (Right to Buy Class B Common Stock)	$15.00	M	55000	Disposed	2020-10-18	Class B Common Stock (55000)	Indirect
2019-05-14	Class B Common Stock	$	M	55000	Acquired		Class A Common Stock (55000)	Indirect
2019-05-14	Class B Common Stock	$	C	55000	Disposed		Class A Common Stock (55000)	Indirect
2019-05-15	Restricted Stock Units (RSU) (Class A)	$	M	34364	Disposed	2023-05-05	Class A Common Stock (34364)	Direct
2019-05-15	Restricted Stock Units (RSU) (Class A)	$	M	13029	Disposed	2024-03-16	Class A Common Stock (13029)	Direct
2019-05-15	Restricted Stock Units (RSU) (Class A)	$	M	16508	Disposed	2025-03-15	Class A Common Stock (16508)	Direct
2019-05-15	Restricted Stock Units (RSU) (Class A)	$	M	9426	Disposed	2027-03-14	Class A Common Stock (9426)	Direct
2019-05-15	Restricted Stock Units (RSU) (Class A)	$	M	7434	Disposed	2029-03-19	Class A Common Stock (7434)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	1677934	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 $178.305 to $179.245 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 $179.33 to $180.325 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 $180.35 to $181.305 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $181.355 to $182.32 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.

F8: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $182.355 to $182.89 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: 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.

F10: Shares held of record by Sheryl K. Sandberg, Trustee of the Sheryl K. Sandberg 2008 Annuity Trust Dated April 15, 2008.

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.

F12: 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.

F13: The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.

F14: Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.

F15: 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.

F16: 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.

F17: 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.

F18: The RSUs shall vest quarterly as to 1/16th of the total shares, commencing the first quarter following November 15, 2018, subject to continued service through each vesting date.

F19: The RSUs vest quarterly as to 1/16th of the total RSUs, commencing the first quarter following February 15, 2019, subject to continued service through each vesting date.