X0306 4 2013-03-01 0 0001326801 Facebook Inc FB 0001018401 GRAHAM DONALD C/O THE WASHINGTON POST COMPANY 1150 15TH ST., N.W., 9TH FLOOR WASHINGTON DC 20071-0001 1 0 0 0 Class A Common Stock 2013-03-01 4 C 0 20835 0.00 A 669582 D Class A Common Stock 2013-03-04 4 S 0 8126 27.76 D 661456 D Restricted Stock Units (RSU) 2013-03-01 4 M 0 20835 0.00 D 2019-12-07 Class B Common Stock 20835 20835 D Class B Common Stock 2013-03-01 4 M 0 20835 0.00 A Class A Common Stock 20835 20835 D Class B Common Stock 2013-03-01 4 C 0 20835 0.00 D Class A Common Stock 20835 0 D Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock in connection with the settlement of the restricted stock units ("RSUs") listed in Table II. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person for the sole purpose of covering the reporting person's tax liability in connection with the settlement of the RSUs listed in Table II. Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement. The RSUs were granted with both (a) a liquidity event-based vesting condition and (b) a service-based vesting condition, both of which conditions must be satisfied in order for the RSUs to vest. The liquidity event-based vesting condition was satisfied on November 17, 2012. Pursuant to the terms of the RSU award, the service-based vesting condition was satisfied as to 1/4 of the total number of shares on April 1, 2010 and then 1/48th of the total number of shares vest monthly thereafter, subject to continued service through each vesting date. 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. The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis. /s/ Michael Johnson as attorney-in-fact for Donald E. Graham 2013-03-05