X0305 4 2012-05-22 1 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 0001500543 Bischof George 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 Class A Common Stock 2012-05-22 4 C 0 6873496 A 6873496 I See footnote Class A Common Stock 2012-05-22 4 S 0 6873496 37.58 D 0 I See footnote Class A Common Stock 2012-05-22 4 C 0 125284 A 125284 I See footnote Class A Common Stock 2012-05-22 4 S 0 125284 37.58 D 0 I See footnote Series C Convertible Preferred Stock 2012-05-22 4 C 0 34367483 0 D Class B Common Stock 34367483 0 I See footnote Series C Convertible Preferred Stock 2012-05-22 4 C 0 626420 0 D Class B Common Stock 626420 0 I See footnote Class B Common Stock 2012-05-22 4 C 0 6873496 0 D Class A Common Stock 6873496 32759327 I See footnote Class B Common Stock 2012-05-22 4 C 0 125284 0 D Class A Common Stock 125284 597116 I See footnote Each share of Class A Common Stock was issued upon conversion of one share of Class B Common Stock. Each share of Class B Common Stock is convertible at any time (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. The reported securities are held of record by Meritech Capital Partners III L.P. ("MCP III"). Meritech Capital Associates III L.L.C., the general partner of MCP III, has sole voting and dispositive power with respect to the securities held by MCP III. The managing member of Meritech Capital Associates III L.L.C. is Meritech Management Associates III L.L.C. Paul S. Madera, Michael B. Gordon, Robert D. Ward and George H. Bischof, the managing members of Meritech Management Associates III L.L.C., share voting and dispositive power with respect to the shares held by MCP III. Such persons and entities disclaim beneficial ownership of the securities held by MCP III except to the extent of any pecuniary interest therein. The reported securities are held of record by Meritech Capital Affiliates III L.P ("MCA III"). Meritech Capital Associates III L.L.C., the general partner of MCA III, has sole voting and dispositive power with respect to the securities held by MCA III. The managing member of Meritech Capital Associates III L.L.C. is Meritech Management Associates III L.L.C. Paul S. Madera, Michael B. Gordon, Robert D. Ward and George H. Bischof, the managing members of Meritech Management Associates III L.L.C., share voting and dispositive power with respect to the shares held by MCA III. Such persons and entities disclaim beneficial ownership of the securities held by MCA III except to the extent of any pecuniary interest therein. Each share of the issuer's Series C Convertible Preferred Stock automatically converted into 1.004909 shares of the issuer's Class B Common Stock on May 22, 2012 in connection with the closing of the issuer's sale of its Class A Common Stock in its firm commitment initial public offering pursuant to a registration statement on Form S-1 (File No. 333-179287) under the Securities Act of 1933, as amended, and had no expiration date. /s/ Joel Backman, by power of attorney for Meritech Management Associates III L.L.C. 2012-05-22 /s/ Joel Backman, by power of attorney for Meritech Management Associates III L.L.C., the managing member of Meritech Capital Associates III L.L.C. 2012-05-22 /s/ Joel Backman, by power of attorney for Meritech Management Associates III L.L.C., the managing member of Meritech Capital Associates III L.L.C., the general partner of Meritech Capital Partners III L.P. 2012-05-22 /s/ Joel Backman, by power of attorney for Meritech Management Associates III L.L.C., the managing member of Meritech Capital Associates III L.L.C., the general partner of Meritech Capital Affiliates III L.P. 2012-05-22 /s/ Joel Backman, by power of attorney for Paul S. Madera 2012-05-22 /s/ Joel Backman, by power of attorney for Michael B. Gordon 2012-05-22 /s/ Joel Backman, by power of attorney for George H. Bischof 2012-05-22 /s/ Joel Backman, by power of attorney for Rob Ward 2012-05-22