X0306 4 2019-02-26 0001326801 Facebook Inc FB 0001366010 Sandberg Sheryl C/O FACEBOOK, INC. 1601 WILLOW ROAD MENLO PARK CA 94025 1 1 Chief Operating Officer Class A Common Stock 2019-02-26 4 C 0 48334 0 A 1320461 I By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 Class A Common Stock 2019-02-26 4 C 0 6666 0 A 1327127 I By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 Class A Common Stock 2019-02-26 4 S 0 28869 164.5011 D 1298258 I By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 Class A Common Stock 2019-02-26 4 S 0 23166 165.3378 D 1275092 I By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 Class A Common Stock 2019-02-26 4 S 0 2965 166.0227 D 1272127 I By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 Stock Option (Right to Buy Class B Common Stock) 10.388 2019-02-26 4 M 0 48334 0 D 2020-07-22 Class B Common Stock 48334 0 I By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 Class B Common Stock 2019-02-26 4 M 0 48334 0 A Class A Common Stock 48334 48334 I By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 Class B Common Stock 2019-02-26 4 C 0 48334 0 D Class A Common Stock 48334 0 I By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 Stock Option (Right to Buy Class B Common Stock) 15.00 2019-02-26 4 M 0 6666 0 D 2020-10-17 Class B Common Stock 6666 880000 I By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 Class B Common Stock 2019-02-26 4 M 0 6666 0 A Class A Common Stock 6666 6666 I By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 Class B Common Stock 2019-02-26 4 C 0 6666 0 D Class A Common Stock 6666 0 I By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 Represents the number of shares that were acquired upon the conversion of Class B Common Stock to Class A Common Stock in connection with the exercise of the stock option listed in Table II. Shares held of record by Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the holder. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $163.90 to $164.895 per share, inclusive. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $164.935 to $165.92 per share, inclusive. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $165.945 to $166.12 per share, inclusive. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The option vests as to 1/48th of the total shares monthly, beginning on May 1, 2013, subject to continued service through each vesting date. 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. Options held of record by Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004. The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis. The option vests as to (a) 260,000 shares in equal monthly installments over 48 months, beginning on May 1, 2013 and then (b) the remaining 940,000 shares vest in equal monthly installments over the following 12 months, subject to continued service through each vesting date. /s/ Michael Johnson as attorney-in-fact for Sheryl K. Sandberg 2019-02-28