X0306 4 2014-07-24 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 Class A Common Stock 2014-07-24 4 C 0 2018155 0.00 A 2018155 I By Andreessen Horowitz Fund III, L.P., as nominee Class A Common Stock 2014-07-24 4 C 0 1396712 0.00 A 1396712 I By AH Parallel Fund III, L.P., as nominee Class A Common Stock 2014-07-24 5 J 0 E 1009079 0.00 D 1009076 I By Andreessen Horowitz Fund III, L.P., as nominee Class A Common Stock 2014-07-24 5 J 0 E 9974 0.00 A 9974 I By AH Equity Partners III, L.L.C. Class A Common Stock 2014-07-24 5 J 0 E 4977 0.00 A 1616325 I By The Andreessen 1996 Living Trust Class A Common Stock 2014-07-24 5 J 0 E 9974 0.00 D 0 I By AH Equity Partners III, L.L.C. Class A Common Stock 2014-07-24 5 J 0 E 187 0.00 A 187 I By AH Capital Management, L.L.C. Class A Common Stock 2014-07-24 5 J 0 E 2180 0.00 A 1618505 I By The Andreessen 1996 Living Trust Class A Common Stock 2014-07-24 5 J 0 E 698357 0.00 D 698355 I By AH Parallel Fund III, L.P., as nominee Class A Common Stock 2014-07-24 5 J 0 E 6913 0.00 A 6913 I By AH Equity Partners III (Parallel), L.L.C. Class A Common Stock 2014-07-24 5 J 0 E 3446 0.00 A 1621951 I By The Andreessen 1996 Living Trust Class A Common Stock 2014-07-24 5 J 0 E 6913 0.00 D 0 I By AH Equity Partners III (Parallel), L.L.C. Class A Common Stock 2014-07-24 5 J 0 E 139 0.00 A 326 I By AH Capital Management, L.L.C. Class A Common Stock 2014-07-24 5 J 0 E 1508 0.00 A 1623459 I By The Andreessen 1996 Living Trust Class A Common Stock 2014-07-24 5 J 0 E 141 0.00 D 185 I By AH Capital Management, L.L.C. Class A Common Stock 7742 D Class A Common Stock 34084 I By The Andreessen 1996 Charitable Remainder Unitrust Class B Common Stock 2014-07-24 4 C 0 2018155 0.00 D Class A Common Stock 2018155 224239 I By Andreessen Horowitz Fund III, L.P., as nominee Class B Common Stock 2014-07-24 4 C 0 1396712 0.00 D Class A Common Stock 1396712 155190 I By AH Parallel Fund III, L.P., as nominee The reporting person is one of the Managing Members of AH Equity Partners III, L.L.C. ("AHEP III"), which is the General Partner of Andreessen Horowitz Fund III, L.P., as nominee ("AH Fund III"), and may be deemed to share voting and investment power over the securities held by AH Fund III. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and 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. The reporting person is one of the Managing Members of AH Equity Partners III (Parallel), L.L.C. ("AHEP III (Parallel)"), which is the General Partner of AH Parallel Fund III, L.P., as nominee ("AHPF III"), and may be deemed to share voting and investment power over the securities held by AHPF III. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and 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. The shares reported on this form represent pro rata distributions, and not a purchase or sale, of securities by AH Fund III to the general and limited partners or members and assignees of the funds for which it acts as nominee without consideration. The reporting person is one of the Managing Members of AHEP III, and may be deemed to share voting and investment power over the securities held by AHEP III. The reporting person 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. The reporting person and JP Morgan Chase Bank, N.A. (successor-in-interest to J.P. Morgan Trust Company, N.A.) are the Trustees of The Andreessen 1996 Living Trust. The shares reported on this form represent pro rata distributions, and not a purchase or sale, of securities by AHEP III to its members and assignees without consideration. The reporting person is one of the Managing Members of AH Capital Management, L.L.C. ("AHCM"), and may be deemed to share voting and investment power over the securities held by AHCM. The reporting person 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. The shares reported on this form represent pro rata distributions, and not a purchase or sale, of securities by AHPF III to the general and limited partners or members and assignees of the funds for which it acts as nominee without consideration. The reporting person is one of the Managing Members of AHEP III (Parallel), and may be deemed to share voting and investment power over the securities held by AHEP III (Parallel). The reporting person 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. The shares reported on this form represent pro rata distributions, and not a purchase or sale, of securities by AHEP III (Parallel) to its members and assignees without consideration. The shares reported on this form represent pro rata distributions, and not a purchase or sale, of securities by AHCM to its members and assignees without consideration. The reporting person and JPMorgan Chase Bank, N.A. (successor-in-interest to J.P. Morgan Trust Company, N.A.) are the trustees of The Andreessen 1996 Charitable Remainder Unitrust. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and 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. 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. Shares to be received by holder in connection with the acquisition of Oculus VR, Inc. ("Oculus") by the issuer, which are currently being held in escrow and are subject to forfeiture during the escrow period stated to satisfy claims arising as a result of, among other things, Oculus' breach of any of its representations and warranties or covenants and agreements set forth in the amended and restated merger agreement dated April 21, 2014. /s/ Michael Johnson as attorney-in-fact for Marc L. Andreessen 2014-07-28