X0205 3 2012-05-17 0 0001326801 Facebook Inc FB 0001500545 Meritech Management Associates III L.L.C. 245 LYTTON AVENUE, SUITE 350 PALO ALTO CA 94301 0 0 1 0 0001500544 Meritech Capital Associates III L.L.C. 245 LYTTON AVENUE, SUITE 350 PALO ALTO CA 94301 0 0 1 0 0001336460 Meritech Capital Partners III LP 245 LYTTON AVENUE, SUITE 350 PALO ALTO CA 94301 0 0 1 0 0001359256 MERITECH CAPITAL AFFILIATES III L P 245 LYTTON AVENUE, SUITE 350 PALO ALTO CA 94301 0 0 1 0 0001255151 MADERA PAUL S 245 LYTTON AVENUE, SUITE 350 PALO ALTO CA 94301 0 0 1 0 0001255152 GORDON MICHAEL B 245 LYTTON AVENUE, SUITE 350 PALO ALTO CA 94301 0 0 1 0 0001501075 Ward Rob 245 LYTTON AVENUE, SUITE 350 PALO ALTO CA 94301 0 0 1 0 0001500543 Bischof George 245 LYTTON AVENUE, SUITE 350 PALO ALTO CA 94301 0 0 1 0 Series C Convertible Preferred Stock Class B Common Stock 34367483 I See footnote Series C Convertible Preferred Stock Class B Common Stock 626420 I See footnote Class B Common Stock Class A Common Stock 5265340 I See footnote Class B Common Stock Class A Common Stock 95980 I See footnote Each share of the issuer's Series C Convertible Preferred Stock will automatically be converted into 1.00491 shares of the issuer's Class B Common Stock immediately upon the closing of issuer's IPO (as defined in FN 2) 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 become convertible (a) at the holder's option or (b) upon certain transfers of such shares, into the issuer's Class A Common Stock on a 1-for-1 basis and has no expiration date. Shares held directly by Meritech Capital Partners III L.P. ("MCP III"). Meritech Management Associates III L.L.C. (the managing member of Meritech Capital Associates III L.L.C., which serves as the general partner of MCP III) and Paul Madera, Michael Gordon, Rob Ward and George Bischof (the managing members of Meritech Management Associates III L.L.C.) may be deemed to share voting and dispositive power over the shares held by MCP III. Such persons and entities disclaim beneficial ownership of shares held by MCP III except to the extent of any 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. Shares held directly by Meritech Capital Partners III L.P. ("MCA III"). Meritech Management Associates III L.L.C. (the managing member of Meritech Capital Associates III L.L.C., which serves as the general partner of MCA III) and Paul Madera, Michael Gordon, Rob Ward and George Bischof (the managing members of Meritech Management Associates III L.L.C.) may be deemed to share voting and dispositive power over the shares held by MCA III. Such persons and entities disclaim beneficial ownership of shares held by MCA III except to the extent of any 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/ Joel Backman as attorney-in-fact for Paul S. Madera, as a managing member of Meritech Management Associates III L.L.C. 2012-05-17 /s/ Joel Backman as attorney-in-fact for Paul S. Madera, as a managing member of Meritech Management Associates III L.L.C., a managing member of Meritech Capital Associates III L.L.C. 2012-05-17 /s/ Joel Backman as attorney-in-fact for Paul S. Madera, as a managing member of Meritech Management Associates III L.L.C., a managing member of Meritech Capital Associates III L.L.C., the general partner of Meritech Capital Partners III L.P. 2012-05-17 /s/ Joel Backman as attorney-in-fact for Paul S. Madera, as a managing member of Meritech Management Associates III L.L.C., a managing member of Meritech Capital Associates III L.L.C., the general partner of Meritech Capital Affiliates III L.P. 2012-05-17 /s/ Joel Backman as attorney-in-fact for Paul S. Madera 2012-05-17 /s/ Joel Backman as attorney-in-fact for Michael B. Gordon 2012-05-17 /s/ Joel Backman as attorney-in-fact for Rob Ward 2012-05-17 /s/ Joel Backman as attorney-in-fact for George Bischof 2012-05-17