X0305 4 2012-05-22 0 0001326801 Facebook Inc FB 0001307855 ACCEL IX LP C/O ACCEL PARTNERS 428 UNIVERSITY AVENUE PALO ALTO CA 94301 0 0 1 0 0001494983 Accel Growth Fund Associates L.L.C. C/O ACCEL PARTNERS 428 UNIVERSITY AVENUE PALO ALTO CA 94301 0 0 1 0 0001494985 Accel Growth Fund Investors 2009 L.L.C. C/O ACCEL PARTNERS 428 UNIVERSITY AVENUE PALO ALTO CA 94301 0 0 1 0 0001451727 Accel Growth Fund L.P. C/O ACCEL PARTNERS 428 UNIVERSITY AVENUE PALO ALTO CA 94301 0 0 1 0 0001459726 Accel Growth Fund Strategic Partners L.P. C/O ACCEL PARTNERS 428 UNIVERSITY AVENUE PALO ALTO CA 94301 0 0 1 0 0001376782 Accel Investors 2005 L.L.C. C/O ACCEL PARTNERS 428 UNIVERSITY AVENUE PALO ALTO CA 94301 0 0 1 0 0001376777 Accel IX Associates L.L.C. C/O ACCEL PARTNERS 428 UNIVERSITY AVENUE PALO ALTO CA 94301 0 0 1 0 0001315534 ACCEL IX STRATEGIC PARTNERS LP C/O ACCEL PARTNERS 428 UNIVERSITY AVENUE PALO ALTO CA 94301 0 0 1 0 0001194696 BREYER JAMES C/O ACCEL PARTNERS 428 UNIVERSITY AVENUE PALO ALTO CA 94301 1 0 1 0 0001375802 Li Ping C/O ACCEL PARTNERS 428 UNIVERSITY AVENUE PALO ALTO CA 94301 0 0 1 0 Class A Common Stock 2012-05-22 4 C 0 10844263 0.00 A 10844263 I By James W. Breyer as Trustee of James W. Breyer 2005 Trust dated March 25, 2005 Class A Common Stock 2012-05-22 4 S 0 3375545 37.58 D 7468718 I By James W. Breyer as Trustee of James W. Breyer 2005 Trust dated March 25, 2005 Class A Common Stock 2012-05-22 4 C 0 704263 0.00 A 704263 I By James W. Breyer as Trustee of James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011 Class A Common Stock 2012-05-22 4 C 0 149527730 0.00 A 149527730 I By Accel IX L.P. Class A Common Stock 2012-05-22 4 S 0 43216317 37.58 D 106311413 I By Accel IX L.P. Class A Common Stock 2012-05-22 4 C 0 15931653 0.00 A 15931653 I By Accel IX Strategic Partners L.P. Class A Common Stock 2012-05-22 4 S 0 4604228 37.58 D 11327425 I By Accel IX Strategic Partners L.P. Class A Common Stock 2012-05-22 4 C 0 13939214 0.00 A 13939214 I By Accel Investors 2005 L.L.C. Class A Common Stock 2012-05-22 4 S 0 4028678 37.58 D 9910536 I By Accel Investors 2005 L.L.C. Class A Common Stock 2012-05-22 4 C 0 2422564 0.00 A 2422564 I By Accel Growth Fund L.P. Class A Common Stock 2012-05-22 4 S 0 2422564 37.58 D 0 I By Accel Growth Fund L.P. Class A Common Stock 2012-05-22 4 C 0 47291 0.00 A 47291 I By Accel Growth Fund Strategic Partners L.P. Class A Common Stock 2012-05-22 4 S 0 47291 37.58 D 0 I By Accel Growth Fund Strategic Partners L.P. Class A Common Stock 2012-05-22 4 C 0 32278 0.00 A 32278 I By Accel Growth Fund Investors 2009 L.L.C. Class A Common Stock 2012-05-22 4 S 0 32278 37.58 D 0 I By Accel Growth Fund Investors 2009 L.L.C. Series B Convertible Preferred Stock 2012-05-22 4 C 0 10161282 0.00 D Class B Common Stock 10211171 0 I By James W. Breyer as Trustee of James W. Breyer 2005 Trust dated March 25, 2005 Class B Common Stock 2012-05-22 4 C 0 10211171 0.00 A Class A Common Stock 10211171 10350315 I By James W. Breyer as Trustee of James W. Breyer 2005 Trust dated March 25, 2005 Series C Convertible Preferred Stock 2012-05-22 4 C 0 630000 0.00 D Class B Common Stock 633092 0 I By James W. Breyer as Trustee of James W. Breyer 2005 Trust dated March 25, 2005 Class B Common Stock 2012-05-22 4 C 0 633092 0.00 A Class A Common Stock 633092 10983407 I By James W. Breyer as Trustee of James W. Breyer 2005 Trust dated March 25, 2005 Class B Common Stock 2012-05-22 4 C 0 10844263 0.00 D Class A Common Stock 108442643 139144 I By James W. Breyer as Trustee of James W. Breyer 2005 Trust dated March 25, 2005 Series B Convertible Preferred Stock 2012-05-22 4 C 0 630823 0.00 D Class B Common Stock 633920 0 I By James W. Breyer as Trustee of James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011 Class B Common Stock 2012-05-22 4 C 0 633920 0.00 A Class A Common Stock 633920 649381 I By James W. Breyer as Trustee of James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011 Series C Convertible Preferred Stock 2012-05-22 4 C 0 70000 0.00 D Class B Common Stock 70343 0 I By James W. Breyer as Trustee of James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011 Class B Common Stock 2012-05-22 4 C 0 70343 0.00 A Class A Common Stock 70343 719724 I By James W. Breyer as Trustee of James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011 Class B Common Stock 2012-05-22 4 C 0 704263 0.00 D Class A Common Stock 704263 15461 I By James W. Breyer as Trustee of James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011 Series B Convertible Preferred Stock 2012-05-22 4 C 0 139733902 0.00 D Class B Common Stock 140419959 0 I By Accel IX L.P. Class B Common Stock 2012-05-22 4 C 0 140419959 0.00 A Class A Common Stock 140419959 140419959 I By Accel IX L.P. Series C Convertible Preferred Stock 2012-05-22 4 C 0 9063280 0.00 D Class B Common Stock 9107771 0 I By Accel IX L.P. Class B Common Stock 2012-05-22 4 C 0 9107771 0.00 A Class A Common Stock 9107771 149527730 I By Accel IX L.P. Class B Common Stock 2012-05-22 4 C 0 149527730 0.00 D Class A Common Stock 149527730 0 I By Accel IX L.P. Series B Convertible Preferred Stock 2012-05-22 4 C 0 14888296 0.00 D Class B Common Stock 14961394 0 I By Accel IX Strategic Partners L.P. Class B Common Stock 2012-05-22 4 C 0 14961394 0.00 A Class A Common Stock 14961394 14961394 I By Accel IX Strategic Partners L.P. Series C Convertible Preferred Stock 2012-05-22 4 C 0 965520 0.00 D Class B Common Stock 970259 0 I By Accel IX Strategic Partners L.P. Class B Common Stock 2012-05-22 4 C 0 970259 0.00 A Class A Common Stock 970259 15931653 I By Accel IX Strategic Partners L.P. Class B Common Stock 2012-05-22 4 C 0 15931653 0.00 D Class A Common Stock 15931653 0 I By Accel IX Strategic Partners L.P. Series B Convertible Preferred Stock 2012-05-22 4 C 0 13026232 0.00 D Class B Common Stock 13090187 0 I By Accel Investors 2005 L.L.C. Class B Common Stock 2012-05-22 4 C 0 13090187 0.00 A Class A Common Stock 13090187 13090187 I By Accel Investors 2005 L.L.C. Series C Convertible Preferred Stock 2012-05-22 4 C 0 844880 0.00 D Class B Common Stock 849027 0 I By Accel Investors 2005 L.L.C. Class B Common Stock 2012-05-22 4 C 0 849027 0.00 A Class A Common Stock 849027 13939214 I By Accel Investors 2005 L.L.C. Class B Common Stock 2012-05-22 4 C 0 13939214 0.00 D Class A Common Stock 13939214 0 I By Accel Investors 2005 L.L.C. Class B Common Stock 2012-05-22 4 C 0 2422564 0.00 D Class A Common Stock 2422564 7527256 I By Accel Growth Fund L.P. Class B Common Stock 2012-05-22 4 C 0 47291 0.00 D Class A Common Stock 47291 146939 I By Accel Growth Fund Strategic Partners L.P. Class B Common Stock 2012-05-22 4 C 0 32278 0.00 D Class A Common Stock 32278 100292 I By Accel Growth Fund Investors 2009 L.L.C. James W. Breyer, a Director of the issuer, is trustee of the James W. Breyer 2005 Trust dated March 25, 2005. James W. Breyer, a Director of the issuer, is Trustee the of James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011. Accel IX Associates L.L.C. ("A9A"), which is the General Partner of Accel IX L.P. ("Accel IX"), has sole voting and investment power over the securities held by Accel IX. A9A disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, each of Kevin Efrusy, Ping Li, Arthur C. Patterson, Theresia Gouw Ranzetta and James W. Breyer, who is a Director of the issuer, is a Managing Member of A9A and may be deemed to share voting and investment power over the shares held of record by Accel IX. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his or her pecuniary interest therein. 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. A9A, which is the General Partner of Accel IX Strategic Partners L.P. ("Accel SP"), has sole voting and investment power over the securities held by Accel SP. A9A disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, each of Kevin Efrusy, Ping Li, Arthur C. Patterson, Theresia Gouw Ranzetta and James W. Breyer, who is a Director of the issuer, is a Managing Member of A9A and may be deemed to share voting and investment power over the shares held of record by Accel SP. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his or her pecuniary interest therein. 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. Each of Kevin Efrusy, Ping Li, Arthur Patterson, Theresia Gouw Ranzetta and James W. Breyer, who is a Director of the issuer, is a Managing Member of Accel Investors 2005 L.L.C. ("Accel 2005"), and may be deemed to share voting and investment power over the securities held by Accel 2005. Each of such individuals disclaims beneficial ownership over such securities except to the extent of his or her 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. Accel Growth Fund Associates L.L.C ("AGFA"), which is the General Partner of Accel Growth Fund L.P. ("Accel Growth"), has sole voting and investment power over the securities held by Accel Growth. AGFA disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, each of Kevin Efrusy, Ping Li, Theresia Gouw Ranzetta and James W. Breyer, who is a Director of the issuer, is a managing member of AGFA and may be deemed to share voting and investment power over the shares held of record by Accel Growth. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his or her pecuniary interest therein. 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. AGFA, which is the General Partner of Accel Growth Fund Strategic Partners L.P. ("Accel Growth SP"), has sole voting and investment power over the securities held by Accel Growth SP. AGFA disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, each of Kevin Efrusy, Ping Li, Theresia Gouw Ranzetta and James W. Breyer, who is a Director of the issuer, is a Managing Member of AGFA and may be deemed to share voting and investment power over the shares held of record by Accel Growth SP. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his or her pecuniary interest therein. 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. Each of Kevin Efrusy, Ping Li, Theresia Gouw Ranzetta and James W. Breyer, who is a Director of the issuer, is a Managing Member of Accel Growth Fund Investors 2009 L.L.C. ("Accel Growth 2009"), and may be deemed to share voting and investment power over the securities held by Accel Growth 2009. Each of such individuals disclaims beneficial ownership over such securities except to the extent of his or her 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. Each share of the issuer's Series B Convertible Preferred Stock automatically converted into 1.00491 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. 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. 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. The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis. The shares of Class B Common Stock automatically converted into Class A Common Stock on a 1-for-1 basis in connection with the transfer of such shares. This report is the same as the Form 4 filed by Accel IX L.P. of identical date and together comprise a single Form 4. Combined the reports report the holdings for the following reporting persons: Accel Growth Fund Investors 2009 L.L.C., Accel Growth Fund Associates L.L.C., Accel Growth Fund L.P., Accel Growth Fund Strategic Partners L.P., Accel IX Associates L.L.C., Accel IX L.P., Accel IX Strategic Partners L.P., Accel Investors 2005 L.L.C., James W. Breyer, Trustee of James W. Breyer 2005 Trust dated March 25, 2005, James W. Breyer, Trustee, James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011, James W. Breyer, Ping Li, Kevin J. Efrusy, Theresia Gouw Ranzetta and Arthur C. Patterson. Tracy L. Sedlock as attorney-in-fact for James W. Breyer as a Managing Member of Accel IX Associates L.L.C., the General Partner of Accel IX L.P. 2012-05-22 Tracy L. Sedlock as attorney-in-fact for James W. Breyer as a Managing Member of Accel Growth Fund Associates L.L.C. 2012-05-22 Tracy L. Sedlock as attorney-in-fact for James W. Breyer as a Managing Member of Accel Growth Fund Investors 2009 L.L.C. 2012-05-22 Tracy L. Sedlock as attorney-in-fact for James W. Breyer as a Managing Member of Accel Growth Fund Associates L.L.C., the General Partner of Accel Growth Fund L.P. 2012-05-22 Tracy L. Sedlock as attorney-in-fact for James W. Breyer as a Managing Member of Accel Growth Fund Associates L.L.C., the General Partner of Accel Growth Fund Strategic Partners L.P. 2012-05-22 Tracy L. Sedlock as attorney-in-fact for James W. Breyer as a Managing Member of Accel Investors 2005 L.L.C. 2012-05-22 Tracy L. Sedlock as attorney-in-fact for James W. Breyer as a Managing Member of Accel IX Associates L.L.C. 2012-05-22 Tracy L. Sedlock as attorney-in-fact for James W. Breyer as a Managing Member of Accel IX Associates L.L.C., the General Partner of Accel IX Strategic Partners L.P. 2012-05-22 Tracy L. Sedlock as attorney-in-fact for James W. Breyer 2012-05-22 Tracy L. Sedlock as attorney-in-fact for Ping Li 2012-05-22