X0305 4 2012-05-17 0 0001326801 Facebook Inc FB 0001160077 Andreessen Marc L C/O ANDREESSEN HOROWITZ 2865 SAND HILL RD., STE. 101 MENLO PARK CA 94025 1 0 0 0 Restricted Stock Units (RSU) 2012-05-17 4 A 1 5247490 0.00 A 2018-06-29 Class B Common Stock 5247490 5247490 D 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 issuer's IPO (as defined in fn 3) was declared effective on May 17, 2012; no RSUs will vest until the date that is six months after the IPO, at which time the liquidity event-based vesting condition will have been satisfied. The service-based vesting condition was satisfied as to 1/48th of the total shares on July 30, 2008, after which 1/48th of the total shares vest monthly, 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 and has no expiration date. Upon the closing of the issuer's sale of its Class A Common Stock in its firm commitment underwritten initial public offering pursuant to a registration statement on Form S-1 (File No. 333-179287) under the Securities Act of 1933, as amended (the "IPO"), the Class B Common Stock will also become convertible into the issuer's Class A Common Stock on the same basis upon certain transfers of such shares. /s/ Michael Johnson as attorney-in-fact for Marc L. Andreessen 2012-05-17