X0306 4 2016-02-15 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 2016-02-15 4 C 0 43193 0 A 5170027 D Class A Common Stock 2016-02-16 4 S 0 11169 100.8473 D 5158858 D Class A Common Stock 2016-02-16 4 S 0 1600 101.7363 D 5157258 D Class A Common Stock 2016-02-16 4 S 0 6842 102.9998 D 5150416 D Class A Common Stock 2016-02-16 4 S 0 2928 103.5045 D 5147488 D Class A Common Stock 23824 I By Sheryl K. Sandberg, Trustee of the Sandberg-Goldberg Family Trust Dated September 3, 2004 Restricted Stock Unit (RSU) (Class B) 2016-02-15 4 M 0 43193 0 D 2022-05-02 Class B Common Stock 43193 302350 D Class B Common Stock 2016-02-15 4 M 0 43193 0 A Class A Common Stock 43193 43193 D Class B Common Stock 2016-02-15 4 C 0 43193 0 D Class A Common Stock 43193 0 D Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock in connection with the settlement of the Restricted Stock Units ("RSUs") listed in Table II. Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.27 to $101.26 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon 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 $101.30 to $102.13 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon 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 $102.36 to $103.35 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon 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 $103.37 to $103.74 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Shares held of record by Sheryl K. Sandberg, Trustee of the Sandberg-Goldberg Family Trust Dated September 3, 2004. Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement. The RSUs vest as to 1/16th of the total shares quarterly, beginning on February 15, 2014, 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. The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis. /s/ Michael Johnson as attorney-in-fact for Sheryl K. Sandberg 2016-02-17