X0306 4 2012-08-16 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 0001376773 Accel Meritech Associates III L.L.C. C/O ACCEL PARTNERS 428 UNIVERSITY AVENUE PALO ALTO CA 94301 0 0 1 0 0001376779 Accel Meritech Investors III L.L.C. C/O ACCEL PARTNERS 428 UNIVERSITY AVENUE PALO ALTO CA 94301 0 0 1 0 Class A Common Stock 2012-08-16 5 J 0 E 49698765 0.00 D 56612648 I By Accel IX L.P. Class A Common Stock 2012-08-16 5 J 0 E 5294863 0.00 D 6032562 I By Accel IX Strategic Partners L.P. Class A Common Stock 2012-08-16 4 C 0 2785949 0.00 A 2785949 I By Accel Growth Fund L.P. Class A Common Stock 2012-08-16 5 J 0 E 2785949 0.00 D 0 I By Accel Growth Fund L.P. Class A Common Stock 2012-08-16 4 C 0 54385 0.00 A 54385 I By Accel Growth Fund Strategic Partners L.P. Class A Common Stock 2012-08-16 5 J 0 E 54385 0.00 D 0 I By Accel Growth Fund Strategic Partners L.P. Class A Common Stock 2012-08-16 5 J 0 E 724144 0.00 A 724144 I By Accel Growth Fund Associates L.L.C. Class A Common Stock 2012-08-16 5 J 0 E 16491451 0.00 A 16491451 I By Accel IX Associates L.L.C. Class A Common Stock 2012-08-16 4 J 0 176416 0.00 A 176416 I By Accel Meritech Associates III L.L.C. Class A Common Stock 2012-08-16 4 J 0 98018 0.00 A 98018 I By Accel Meritech Investors III L.L.C. Class A Common Stock 9910536 I By Accel Investors 2005 L.L.C. Class B Common Stock 2012-08-16 4 C 0 2785949 0.00 D Class A Common Stock 2785949 4741307 I By Accel Growth Fund L.P. Class B Common Stock 2012-08-16 4 C 0 54385 0.00 D Class A Common Stock 54385 92554 I By Accel Growth Fund Strategic Partners L.P. Class B Common Stock Class A Common Stock 100292 100292 I By Accel Growth Fund Investors 2009 L.L.C. Transactions reported on this form represent pro rata distributions, and not a purchase or sale of securities, by Accel IX L.P., Accel IX Strategic Partners L.P., Accel Growth Fund L.P. and Accel Growth Fund Strategic Partners L.P. to their respective general and limited partners or members without consideration. Distribution transactions were executed pursuant to a plan established in compliance with the requirements of Rule 10b5-1. 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, James W. Breyer, who is a Director of the issuer, and certain other individuals are Managing Members 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, James W. Breyer, who is a Director of the issuer, and certain other individuals are Managing Members 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. 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, James W. Breyer, who is a Director of the issuer, and certain other individuals are Managing Members 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, James W. Breyer, who is a Director of the issuer, and certain other individuals are Managing Members 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. James W. Breyer, who is a Director of the issuer, and certain other individuals are Managing Members of AGFA and may be deemed to share voting and investment power over the shares held of record by AGFA. 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. James W. Breyer, who is a Director of the issuer, and certain other individuals are Managing Members of A9A and may be deemed to share voting and investment power over the shares held of record by A9A. 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. Transactions reported on this form represent pro rata distributions, and not a purchase or sale of securities, by Meritech Capital Associates III L.L.C. and Meritech Capital Affiliates III L.P. to their respective general and limited partners or members without consideration. James W. Breyer, who is a Director of the issuer, and certain other individuals are Managing Members of Accel Meritech Associates III L.L.C. ("AMA III"), and may be deemed to share voting and investment power over the securities held by AMA III. 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. James W. Breyer, who is a Director of the issuer, and certain other individuals are Managing Members of Accel Meritech Investors III L.L.C. ("AMI III"), and may be deemed to share voting and investment power over the securities held by AMI III. 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. James W. Breyer, who is a Director of the issuer, and certain other individuals are Managing Members 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. 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 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. James W. Breyer, who is a Director of the issuer, and certain other individuals are Managing Members 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. In prior filings for the issuer, certain individual managing members of Accel IX Associates L.L.C., Accel Growth Fund Associates L.L.C., Accel Investors 2005 L.L.C. and Accel Growth Fund Investors 2009 L.L.C. were included as reporting persons. These individuals are not beneficial owners of shares amounting to 10% or more of the issuer and are therefore not required to report on this or future filings. 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. 2012-08-20 Tracy L. Sedlock as attorney-in-fact for James W. Breyer as a Managing Member of Accel Growth Fund Associates L.L.C. 2012-08-20 Tracy L. Sedlock as attorney-in-fact for James W. Breyer as a Managing Member of Accel Growth Fund Investors 2009 L.L.C. 2012-08-20 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. 2012-08-20 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. 2012-08-20 Tracy L. Sedlock as attorney-in-fact for James W. Breyer as a Managing Member of Accel Investors 2005 L.L.C. 2012-08-20 Tracy L. Sedlock as attorney-in-fact for James W. Breyer as a Managing Member of Accel IX Associates L.L.C. 2012-08-20 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. 2012-08-20 Tracy L. Sedlock as attorney-in-fact for James W. Breyer as a Managing Member of Accel Meritech Associates III L.L.C. 2012-08-20 Tracy L. Sedlock as attorney-in-fact for James W. Breyer as a Managing Member of Accel Meritech Investors III L.L.C. 2012-08-20