X0306 4 2017-02-14 0001326801 Facebook Inc FB 0001509441 Schroepfer Michael Todd C/O FACEBOOK, INC. 1601 WILLOW ROAD MENLO PARK CA 94025 1 Chief Technology Officer Class A Common Stock 2017-02-14 4 C 0 66256 0 A 557268 D Class A Common Stock 2017-02-14 4 S 0 14411 133.1301 D 542857 D Class A Common Stock 2017-02-14 4 S 0 23553 133.7579 D 519304 D Class A Common Stock 2017-02-15 4 C 0 86585 0 A 603889 D Class A Common Stock 2017-02-15 4 F 0 45181 133.85 D 558708 D Class A Common Stock 2017-02-15 4 C 0 34123 0 A 592831 D Class A Common Stock 2017-02-15 4 F 0 17806 133.85 D 575025 D Class A Common Stock 2017-02-15 4 M 0 10023 0 A 585048 D Class A Common Stock 2017-02-15 4 F 0 5231 133.85 D 579817 D Stock Option (Right to Buy Class B Common Stock) 1.854 2017-02-14 4 M 0 66256 0 D 2019-01-11 Class B Common Stock 66256 366461 D Class B Common Stock 2017-02-14 4 M 0 66256 0 A Class A Common Stock 66256 66256 D Class B Common Stock 2017-02-14 4 C 0 66256 0 D Class A Common Stock 66256 0 D Restricted Stock Unit (RSU) (Class B) 2017-02-15 4 M 0 86585 0 D 2020-08-25 Class B Common Stock 86585 432920 D Class B Common Stock 2017-02-15 4 M 0 86585 0 A Class A Common Stock 86585 86585 D Class B Common Stock 2017-02-15 4 C 0 86585 0 D Class A Common Stock 86585 0 D Restricted Stock Unit (RSU) (Class B) 2017-02-15 4 M 0 34123 0 D 2022-05-02 Class B Common Stock 34123 204734 D Class B Common Stock 2017-02-15 4 M 0 34123 0 A Class A Common Stock 34123 34123 D Class B Common Stock 2017-02-15 4 C 0 34123 0 D Class A Common Stock 34123 0 D Restricted Stock Units (RSU) (Class A) 2017-02-15 4 M 0 10023 0 D 2024-03-16 Class A Common Stock 10023 120270 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 options listed in Table II. The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted 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 $132.57 to $133.56 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 $133.57 to $134.01 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. 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 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 vested as to 1/5th of the total shares on October 29, 2009, after which 1/60th of the total shares vest monthly, subject to continued service through each vesting date. In connection with certain estate planning transfers, the reporting person transferred vested shares underlying the option to Michael Schroepfer and Erin Hoffman, Co-Trustees of The HS Trust u/a/d 9/28/11. 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. Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement. The RSUs were granted with both (a) a liquidity event-based vesting condition and (b) a service-based vesting condition, both of which conditions must be satisfied in order for the RSUs to vest. The liquidity event-based vesting condition was satisfied on November 17, 2012. The service-based vesting condition was satisfied as to 1/16th of the total number of shares on August 15, 2014, after which 1/16th of the total number of shares vest quarterly, subject to continued service through each vesting date. The RSUs vest as to 1/16th of the total shares quarterly, beginning on November 15, 2014, subject to continued service through each vesting date. Each 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 May 15, 2016, subject to continued service through each vesting date. /s/ Michael Johnson as attorney-in-fact for Michael T. Schroepfer 2017-02-16