Meta Platforms, Inc. — Major Shareholding Notification 2014

Feb 7, 2014

Page 1 of 7

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Facebook, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.000006 per share

(Title of Class of Securities)

30303M 102

(CUSIP Number)

N/A

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 30303M 102 13G Page 2 of 7

| 1 | NAMES OF
REPORTING PERSONS S.S. or I.R.S. Identification Nos. of Above Persons (Entities Only) Mark Zuckerberg | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION United States | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 478,914,465(1)(2) |
| | 6 | SHARED VOTING POWER 0 |
| | 7 | SOLE DISPOSITIVE POWER 426,252,067(2)(3) |
| | 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 478,914,465(1)(2) | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 19.6%(2)(4)(5) | |
| 12 | TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS) IN | |

(1) Consists of (i) 49,082,762 shares of Class B Common Stock held of record by Mark Zuckerberg, (ii) 3,325,965 shares of Class B Common Stock held of record by Mark Zuckerberg, Trustee of the Mark Zuckerberg 2008 Annuity Trust dated March 13, 2008, (iii) 217 shares of Class A Common Stock and 373,843,120 shares of Class B Common Stock held of record by Mark Zuckerberg, Trustee of the Mark Zuckerberg Trust dated July 7, 2006, (iv) 3 shares of Class B Common Stock held of record by Mark Zuckerberg, Trustee of the Openness Trust dated April 2, 2012, and (v) 52,662,398 shares of Class B Common Stock held by other stockholders, over which, under all but certain limited circumstances, Mark Zuckerberg holds an irrevocable proxy, pursuant to voting agreements between Mark Zuckerberg, the Issuer, and such stockholders.

CUSIP No. 30303M 102 13G Page 3 of 7

(2) Each share of Class B Common Stock is convertible at any time into one share of Class A Common Stock.

(3) Consists of (i) 49,082,762 shares of Class B Common Stock held of record by Mark Zuckerberg, (ii) 3,325,965 shares of Class B Common Stock held of record by Mark Zuckerberg, Trustee of the Mark Zuckerberg 2008 Annuity Trust dated March 13, 2008, (iii) 217 shares of Class A Common Stock and 373,843,120 shares of Class B Common Stock held of record by Mark Zuckerberg, Trustee of the Mark Zuckerberg Trust dated July 7, 2006, and (iv) 3 shares of Class B Common Stock held of record by Mark Zuckerberg, Trustee of the Openness Trust dated April 2, 2012.

(4) Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 1,969,996,533 shares of Class A Common Stock outstanding as of December 31, 2013, as reported by the Issuer to the Reporting Person, and (ii) the aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.

(5) Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. There were 576,587,559 shares of Class B Common Stock outstanding as of December 31, 2013, as reported by the Issuer to the Reporting Person, including the 478,914,248 shares of Class B Common Stock beneficially owned by Mark Zuckerberg. The percentage reported does not reflect the ten for one voting power of the Class B Common Stock because these shares are treated as converted into Class A Common Stock for the purpose of this report.

CUSIP No. 30303M 102 13G Page 4 of 7

Item 1(a) Name of Issuer :

Facebook, Inc.

Item 1(b) Address of Issuer’s Principal Executive Offices :

1601 Willow Road, Menlo Park, California 94025

Item 2(a) Name of Person Filing :

Mark Zuckerberg

Item 2(b) Address of Principal Business Office or, if none, Residence :

The address for the principal business office of Mark Zuckerberg is:

c/o Facebook, Inc.

1601 Willow Road, Menlo Park, California 94025

Item 2(c) Citizenship :

Mark Zuckerberg - United States

Item 2(d) Title of Class of Securities :

Class A Common Stock, par value $0.000006 per share

Item 2(e) CUSIP No. :

30303M 102

Item 3 If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a :

This statement is not filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c).

Item 4 Ownership :

(a) Amount beneficially owned:

478,914,465(1)(2)

(b) Percent of class:

19.6%(2)(3)(4)

(c) Number of shares as to which the person has:

(i) Sole power to vote or direct the vote or to direct the vote:

478,914,465(1)(2)

CUSIP No. 30303M 102 13G Page 5 of 7

(ii) Shared power to vote or to direct the vote:

None.

(iii) Sole power to dispose or to direct the disposition of:

426,252,067(2)(5)

(iv) Shared power to dispose of or direct the disposition of:

None.

(1) Consists of (i) 49,082,762 shares of Class B Common Stock held of record by Mark Zuckerberg, (ii) 3,325,965 shares of Class B Common Stock held of record by Mark Zuckerberg, Trustee of the Mark Zuckerberg 2008 Annuity Trust dated March 13, 2008, (iii) 217 shares of Class A Common Stock and 373,843,120 shares of Class B Common Stock held of record by Mark Zuckerberg, Trustee of the Mark Zuckerberg Trust dated July 7, 2006, (iv) 3 shares of Class B Common Stock held of record by Mark Zuckerberg, Trustee of the Openness Trust dated April 2, 2012, and (v) 52,662,398 shares of Class B Common Stock held by other stockholders, over which, under all but certain limited circumstances, Mark Zuckerberg holds an irrevocable proxy, pursuant to voting agreements between Mark Zuckerberg, the Issuer, and such stockholders.

(2) Each share of Class B Common Stock is convertible at any time into one share of Class A Common Stock.

(3) Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Item 4(a) by (b) the sum of (i) 1,969,996,533 shares of Class A Common Stock outstanding as of December 31, 2013, as reported by the Issuer to the Reporting Person, and (ii) the aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.

(4) Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. There were 576,587,559 shares of Class B Common Stock outstanding as of December 31, 2013, as reported by the Issuer to the Reporting Person, including the 478,914,248 shares of Class B Common Stock beneficially owned by Mark Zuckerberg. The percentage reported does not reflect the ten for one voting power of the Class B Common Stock because these shares are treated as converted into Class A Common Stock for the purpose of this report.

(5) Consists of (i) 49,082,762 shares of Class B Common Stock held of record by Mark Zuckerberg, (ii) 3,325,965 shares of Class B Common Stock held of record by Mark Zuckerberg, Trustee of the Mark Zuckerberg 2008 Annuity Trust dated March 13, 2008, (iii) 217 shares of Class A Common Stock and 373,843,120 shares of Class B Common Stock held of record by Mark Zuckerberg, Trustee of the Mark Zuckerberg Trust dated July 7, 2006, and (iv) 3 shares of Class B Common Stock held of record by Mark Zuckerberg, Trustee of the Openness Trust dated April 2, 2012.

Item 5 Ownership of Five Percent or Less of a Class :

Not applicable.

Item 6 Ownership of More than Five Percent on Behalf of Another Person :

Not applicable.

CUSIP No. 30303M 102 13G Page 6 of 7

Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person :

Not applicable.

Item 8 Identification and Classification of Members of the Group :

Not applicable.

Item 9 Notice of Dissolution of Group :

Not applicable.

Item 10 Certifications :

Not applicable.

CUSIP No. 30303M 102 13G Page 7 of 7

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 6, 2014

MARK ZUCKERBERG
/s/ Mark Zuckerberg
Name: Mark Zuckerberg