Meta Platforms Inc (META)

[eastunder]

FB: SHARES ELIGIBLE FOR FUTURE SALE

(Should be sticky noted)

http://www.sec.gov/Archives/edgar/data/1326801/000119312512235588/d287954ds1a.htm#toc287954_11

Before our initial public offering, there has not been a public market for shares of our Class A common stock. Future sales of substantial amounts of shares of our common stock, including shares issued upon the settlement of restricted stock units (RSUs) and exercise of outstanding options, in the public market after our initial public offering, or the possibility of these sales occurring, could cause the prevailing market price for our common stock to fall or impair our ability to raise equity capital in the future.

After our initial public offering, we will have outstanding 635,881,796 shares of our Class A common stock and 1,502,203,241 shares of our Class B common stock, based on the number of shares outstanding as of March 31, 2012. This includes 421,233,615 shares that we and the selling stockholders are selling in our initial public offering, which shares may be resold in the public market immediately following our initial public offering, and assumes no additional exercise of outstanding options (other than the partial exercise of an outstanding stock option to purchase 120,000,000 shares of Class B common stock held by Mr. Zuckerberg, resulting in the issuance of 60,000,000 shares of our Class B common stock as described elsewhere in this prospectus). Shares of our Class B common stock are convertible into an equivalent number of shares of our Class A common stock and generally convert into shares of our Class A common stock upon transfer.



The 1,716,851,422 shares of common stock that were not offered and sold in our initial public offering as well as shares underlying outstanding RSUs and shares subject to employee stock options will be upon issuance, “restricted securities,” as that term is defined in Rule 144 under the Securities Act. These restricted securities are eligible for public sale only if they are registered under the Securities Act or if they qualify for an exemption from registration under Rule 144 or Rule 701 under the Securities Act, which are summarized below.



As a result of the lock-up agreements and market standoff provisions described below and subject to the provisions of Rules 144 and 701 under the Securities Act, these restricted securities will be available for sale in the public market as follows:



• on the date of this prospectus, none of these restricted securities will be available for sale in the public market;




• 91 days after the date of this prospectus, 268,113,248 shares held by the selling stockholders other than Mr. Zuckerberg;




• 151 to 180 days after the date of this prospectus, approximately 137 million shares underlying net-settled Pre-2011 RSUs held by our directors and then current employees and approximately 55 million outstanding shares and approximately 55 million shares subject to stock options held by then current employees other than Mr. Zuckerberg;




• 181 days after the date of this prospectus, 1,222,849,097 outstanding shares and approximately 18 million shares underlying other net-settled Pre-2011 RSUs;




• 211 days after the date of this prospectus, 123,746,921 shares held by the selling stockholders other than Mr. Zuckerberg; and




• 366 days after the date of this prospectus, 47,315,862 shares held by Mail.ru Group Limited and DST Global Limited and their respective affiliates.




In addition, as of March 31, 2012, options to purchase 49,390,599 shares of Class B common stock held by former employees were outstanding and fully vested and the Class B common stock underlying such options will be eligible for sale 181 days after the date of this prospectus. Furthermore, following our initial public offering, the remaining 60,000,000 shares subject to the partially exercised stock option held by Mr. Zuckerberg will be eligible for sale 181 days after the date of this prospectus. We expect an additional approximately 2 million shares of Class B common stock to be delivered upon the net settlement of RSUs between the date of the initial settlement of RSUs described above and December 31, 2012 will be eligible for sale in the public market immediately following settlement.