X0306 4 2019-08-14 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 2019-08-14 4 C 0 55000 0 A 1367845 I By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 Class A Common Stock 2019-08-14 4 S 0 19034 179.9393 D 1348811 I By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 Class A Common Stock 2019-08-14 4 S 0 16151 180.8118 D 1332660 I By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 Class A Common Stock 2019-08-14 4 S 0 3390 181.9041 D 1329270 I By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 Class A Common Stock 2019-08-14 4 S 0 2900 183.1258 D 1326370 I By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 Class A Common Stock 2019-08-14 4 S 0 6125 183.9491 D 1320245 I By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 Class A Common Stock 2019-08-14 4 S 0 6200 184.9875 D 1314045 I By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 Class A Common Stock 2019-08-14 4 S 0 1200 185.6243 D 1312845 I By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 Class A Common Stock 2019-08-15 4 M 0 34364 0 A 1347209 I By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 Class A Common Stock 2019-08-15 4 M 0 13030 0 A 1360239 I By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 Class A Common Stock 2019-08-15 4 M 0 16508 0 A 1376747 I By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 Class A Common Stock 2019-08-15 4 M 0 11243 0 A 1387990 I By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 Class A Common Stock 2019-08-15 4 M 0 9426 0 A 1397416 I By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 Class A Common Stock 2019-08-15 4 M 0 6847 0 A 1404263 I By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 Class A Common Stock 2019-08-15 4 M 0 7434 0 A 1411697 I By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 Class A Common Stock 2019-08-15 4 F 0 49014 179.71 D 1362683 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 2019-08-14 4 M 0 55000 0 D 2020-10-18 Class B Common Stock 55000 275000 I By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 Class B Common Stock 2019-08-14 4 M 0 55000 0 A Class A Common Stock 55000 55000 I By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 Class B Common Stock 2019-08-14 4 C 0 55000 0 D Class A Common Stock 55000 0 I By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 Restricted Stock Units (RSU) (Class A) 2019-08-15 4 M 0 34364 0 D 2023-05-05 Class A Common Stock 34364 309279 D Restricted Stock Units (RSU) (Class A) 2019-08-15 4 M 0 13030 0 D 2024-03-16 Class A Common Stock 13030 26059 D Restricted Stock Units (RSU) (Class A) 2019-08-15 4 M 0 16508 0 D 2025-03-15 Class A Common Stock 16508 82543 D Restricted Stock Units (RSU) (Class A) 2019-08-15 4 M 0 11243 0 D 2026-03-14 Class A Common Stock 11243 168647 D Restricted Stock Units (RSU) (Class A) 2019-08-15 4 M 0 9426 0 D 2027-03-14 Class A Common Stock 9426 122541 D Restricted Stock Units (RSU) (Class A) 2019-08-15 4 M 0 6847 0 D 2028-03-19 Class A Common Stock 6847 102719 D Restricted Stock Units (RSU) (Class A) 2019-08-15 4 M 0 7434 0 D 2029-03-19 Class A Common Stock 7434 104081 D 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 $179.36 to $180.355 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 $180.36 to $181.35 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 $181.40 to $182.38 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 $182.44 to $183.43 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 $183.465 to $184.46 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 $184.47 to $185.46 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 $185.48 to $185.99 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. Represents the number of shares of Class A Common Stock that have been withheld by the issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the RSUs and does not represent a sale by the reporting person. 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. 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. Each Restricted Stock Unit ("RSU") represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement. The RSUs vest as to 1/16th of the total shares quarterly, beginning on November 15, 2017, subject to continued service through each vesting date. The RSUs vest as to 1/16th of the total shares quarterly, beginning on May 15, 2016, subject to continued service through each vesting date. The RSUs vest as to 1/12th of the total shares quarterly, beginning on February 15, 2018, subject to continued service through each vesting date. The RSUs shall vest quarterly as to 1/16th of the total shares, commencing the first quarter following May 15, 2019, subject to continued service through each vesting date. The RSUs shall vest quarterly as to 1/16th of the total shares, commencing the first quarter following November 15, 2018, subject to continued service through each vesting date. The RSUs shall vest quarterly as to 1/16th of the total shares, commencing the first quarter following May 15, 2019, subject to continued service through each vesting date. The RSUs vest quarterly as to 1/16th of the total RSUs, commencing the first quarter following February 15, 2019, subject to continued service through each vesting date. /s/ David Kling as attorney-in-fact for Sheryl K. Sandberg 2019-08-16