X0306 4 2017-03-14 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 2017-03-14 4 C 0 66256 1.854 A 648073 D Class A Common Stock 2017-03-14 4 S 0 37949 138.9026 D 610124 D Stock Option (Right to Buy Class B Common Stock) 1.854 2017-03-14 4 M 0 66256 0 D 2019-01-11 Class B Common Stock 66256 300205 D Class B Common Stock 2017-03-14 4 M 0 66256 0 A Class A Common Stock 66256 66256 D Class B Common Stock 2017-03-14 4 C 0 66256 0 D Class A Common Stock 66256 0 D Restricted Stock Units (RSU) (Class A) 2017-03-15 4 A 0 150819 0 A 2027-03-14 Class A Common Stock 150819 150819 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. Reflects an additional 2,000 shares held by the reporting person that was previously omitted, due to a clerical error, from the reporting person's Form 4 filed on February 16, 2017. 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 $138.53 to $139.36 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 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 A Common Stock upon settlement. 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. /s/ Michael Johnson as attorney-in-fact for Michael T. Schroepfer 2017-03-16