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: THIEL PETER (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-17	Class B Common Stock	$	J	24791	Disposed		Class A Common Stock (24791)	Indirect
2019-05-17	Class B Common Stock	$	J	7958	Disposed		Class A Common Stock (7958)	Indirect

Footnotes

F1: 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.

F2: These shares were initially reported on a Form 4 dated July 23, 2014 as having been acquired 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, 24,791 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. In addition, 16,840 shares of Class B Common Stock that were held in escrow were released to the holder on May 17, 2019.

F3: The value of these shares was established in the Merger Agreement.

F4: The reporting person is one of the Managers of The Founders Fund IV Management, LLC ("FF IV Management"), which is the General Partner of The Founders Fund IV, LP ("FF IV"), although he disclaims voting and investment power over the securities held by FF IV. The reporting person otherwise disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein. 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.

F5: These shares were initially reported on a Form 4 dated July 23, 2014 as having been acquired 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, 7,958 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. In addition, 5,406 shares of Class B Common Stock that were held in escrow were released to the holder on May 17, 2019.

F6: The reporting person is one of the Managers of FF IV Management, which is the General Partner of The Founders Fund IV Principals Fund, LP ("FFIVPF"), although he disclaims voting and investment power over the securities held by FFIVPF. The reporting person otherwise disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein. 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.