X0205 3 2012-05-17 0 0001326801 Facebook Inc FB 0001211060 THIEL PETER C/O FACEBOOK, INC. 1601 WILLOW ROAD MENLO PARK CA 94025 1 0 1 0 Series A Convertible Preferred Stock 0.00 Class B Common Stock 32875670 I By Rivendell One LLC Class B Common Stock 0.00 Class A Common Stock 111884 I By The Founders Fund, LP Series C Convertible Preferred Stock 0.00 Class B Common Stock 5866256 I By The Founders Fund, LP Class B Common Stock 0.00 Class A Common Stock 740960 I By The Founders Fund II, LP Class B Common Stock 0.00 Class A Common Stock 36640 I By The Founders Fund II Principals Fund, LP Class B Common Stock 0.00 Class A Common Stock 22400 I By The Founders Fund II Entrepreneurs Fund, LP Class B Common Stock 0.00 Class A Common Stock 5070290 I By Lembas, LLC Each share of the issuer's Series A Convertible Preferred Stock will be automatically converted into 1 share of the issuer's Class B Common Stock immediately upon the closing of the issuer's IPO (as defined in fn 2) and has no expiration 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. The reporting person is the beneficial owner of Rivendell One LLC ("Rivendell"), and has sole voting and investment power over the securities held by Rivendell. The reporting person is one of the Managers of The Founder's Fund Management, LLC, which is the General Partner of The Founders Fund, LP ("FF"), and may be deemed to share voting and investment power over the securities held by FF. 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. Each share of the issuer's Series C Convertible Preferred Stock will be automatically converted into 1.004909 shares of the issuer's Class B Common Stock immediately upon the closing of the issuer's IPO and has no expiration date. The reporting person is one of the Managing Members of The Founder's Fund II Management, LLC ("FF II Management"), which is the General Partner of The Founders Fund II, LP ("FF II"), and may be deemed to share voting and investment power over the securities held by FF II. 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 FF II Management, which is the General Partner of The Founders Fund II Principals Fund, LP ("FFPF"), and may be deemed to share voting and investment power over the securities held by FFPF. 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 FF II Management, which is the General Partner of The Founders Fund II Entrepreneurs Fund, LP ("FFEF"), and may be deemed to share voting and investment power over the securities held by FFEF. 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 the Manager and a Member of Lembas, LLC ("Lembas"), and has sole voting and investment power over the securities held by Lembas. 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. /s/ Michael Johnson as attorney-in-fact for Peter A. Thiel 2012-05-17