X0306 4 2012-11-13 0 0001326801 Facebook Inc FB 0001194696 BREYER JAMES C/O ACCEL PARTNERS 428 UNIVERSITY AVENUE PALO ALTO CA 94301 1 0 0 0 Class A Common Stock 2012-11-13 4 J 0 152583 0.00 A 152583 I By Accel Meritech Associates III L.L.C. Class A Common Stock 2012-11-13 4 J 0 84777 0.00 A 84777 I By Accel Meritech Investors III L.L.C. Class A Common Stock 2012-11-14 5 J 0 E 6913883 0.00 D 49698765 I By Accel IX L.P. Class A Common Stock 2012-11-14 5 J 0 E 737699 0.00 D 5294863 I By Accel IX Strategic Partners L.P. Class A Common Stock 2012-11-14 5 J 0 E 644576 0.00 D 4632980 I By Accel Investors 2005 L.L.C. Class A Common Stock 2012-11-14 4 C 0 26052 0.00 A 26052 I By Accel Growth Fund Investors 2009 L.L.C. Class A Common Stock 2012-11-14 5 J 0 E 26052 0.00 D 0 I By Accel Growth Fund Investors 2009 L.L.C. Class A Common Stock 2012-11-14 4 C 0 38169 0.00 A 38169 I By Accel Growth Fund Strategic Partners L.P. Class A Common Stock 2012-11-14 5 J 0 E 38169 0.00 D 0 I By Accel Growth Fund Strategic Partners L.P. Class A Common Stock 2012-11-14 4 C 0 1955358 0.00 A 1955358 I By Accel Growth Fund L.P. Class A Common Stock 2012-11-14 5 J 0 E 1955358 0.00 D 0 I By Accel Growth Fund L.P. Class A Common Stock 2012-11-14 5 J 0 E 152583 0.00 D 0 I By Accel Meritech Associates III L.L.C. Class A Common Stock 2012-11-14 5 J 0 E 84777 0.00 D 0 I By Accel Meritech Investors III L.L.C. Class A Common Stock 2012-11-14 5 J 0 E 530141 0.00 A 7715792 I By James W. Breyer as Trustee of the James W. Breyer 2005 Trust dated March 25, 2005 Class A Common Stock 704263 I By James W. Breyer as Trustee of the James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011 Class B Common Stock 2012-11-14 4 C 0 26052 0.00 D Class A Common Stock 26052 37120 I By Accel Growth Fund Investors 2009 L.L.C. Class B Common Stock 2012-11-14 4 C 0 38169 0.00 D Class A Common Stock 38169 54385 I By Accel Growth Fund Strategic Partners L.P. Class B Common Stock 2012-11-14 4 C 0 1955358 0.00 D Class A Common Stock 1955358 2785949 I By Accel Growth Fund L.P. Class B Common Stock Class A Common Stock 139144 139144 I By James W. Breyer as Trustee of the James W. Breyer 2005 Trust dated March 25, 2005 Class B Common Stock Class A Common Stock 15461 15461 I By James W. Breyer as Trustee of the James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011 Transactions reported on this form represent pro rata distributions, and not a purchase or sale, of securities by Meritech Capital Associates III L.L.C. and Meritech Capital Affiliates III L.P. to their respective general and limited partners or members without consideration. The reporting person is one of the Managing Members of Accel Meritech Associates III L.L.C. ("AMA III"), and may be deemed to share voting and investment power over the securities held by AMA 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 Accel Meritech Investors III L.L.C. ("AMI III"), and may be deemed to share voting and investment power over the securities held by AMA 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. Transactions reported on this form represent pro rata distributions, and not a purchase or sale, of securities by Accel IX L.P. ("Accel IX"), Accel IX Strategic Partners L.P. ("Accel SP"), Accel Investors 2005 L.L.C. ("Accel 2005"), Accel Growth Fund Investors 2009 L.L.C. ("Accel Growth 2009"), Accel Growth Fund Strategic Partners L.P. ("Accel Growth SP"), and Accel Growth Fund L.P. ("Accel Growth") to their respective limited and general partners or members without consideration. Distribution transactions were executed pursuant to a plan established in compliance with the requirements of Rule 10b5-1. Accel IX Associates L.L.C. ("A9A"), which is the General Partner of Accel IX, has sole voting and investment power over the securities held by Accel IX. A9A disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, the reporting person is one of the Managing Members of A9A and may be deemed to share voting and investment power over the shares held of record by Accel IX. The reporting person disclaims beneficial ownership of 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. A9A, which is the General Partner of Accel SP, has sole voting and investment power over the securities held by Accel SP. A9A disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, the reporting person is one of the Managing Members of A9A and may be deemed to share voting and investment power over the shares held of record by Accel SP. 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 Accel 2005, and may be deemed to share voting and investment power over the securities held by Accel 2005. 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 Accel Growth 2009, and may be deemed to share voting and investment power over the securities held by Accel Growth 2009. 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. Accel Growth Fund Associates L.L.C ("AGFA"), which is the General Partner of Accel Growth SP, has sole voting and investment power over the securities held by Accel Growth SP. AGFA disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, the reporting person is one of the Managing Members of AGFA and may be deemed to share voting and investment power over the shares held of record by Accel Growth SP. 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. AGFA, which is the General Partner of Accel Growth, has sole voting and investment power over the securities held by Accel Growth. AGFA disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, the reporting person is one of the Managing Members of AGFA and may be deemed to share voting and investment power over the shares held of record by Accel Growth. 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. Transactions reported on this form represent pro rata distributions, and not a purchase or sale, of securities by AMA III and AMI III to their respective members without consideration. The shares reported on this form represent pro rata distributions, and not a purchase or sale, of securities by Accel IX, Accel SP, Accel 2005, Accel Growth 2009, Accel Growth SP, Accel Growth, AMA III and AMI III to their respective general and limited partners or members without consideration. Shares held of record by James W. Breyer as Trustee of the James W. Breyer 2005 Trust dated March 25, 2005. Shares held of record by James W. Breyer as Trustee of the James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011. 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 shares of Class B Common Stock automatically converted into Class A Common Stock on a 1-for-1 basis in connection with the transfer of such shares. /s/ David Kling as attorney-in-fact for James W. Breyer 2012-11-15