X0306 4 2017-04-11 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 2017-04-11 4 C 0 66256 1.854 A 676380 D Class A Common Stock 2017-04-11 4 S 0 25263 139.5935 D 651117 D Class A Common Stock 2017-04-11 4 S 0 11782 140.1191 D 639335 D Class A Common Stock 2017-04-11 4 S 0 900 140.9556 D 638435 D Stock Option (Right to Buy Class B Common Stock) 1.854 2017-04-11 4 M 0 66256 0 D 2019-01-11 Class B Common Stock 66256 233949 D Class B Common Stock 2017-04-11 4 M 0 66256 0 A Class A Common Stock 66256 66256 D Class B Common Stock 2017-04-11 4 C 0 66256 0 D Class A Common Stock 66256 0 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 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 $138.90 to $139.89 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 written 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 $139.90 to $140.84 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 written 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 $140.90 to $140.98 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 written 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. /s/ Michael Johnson as attorney-in-fact for Michael T. Schroepfer 2017-04-13