X0306 4/A 2016-02-15 2016-02-17 0001326801 Facebook Inc FB 0001549078 FISCHER DAVID B. C/O FACEBOOK, INC. 1601 WILLOW ROAD MENLO PARK CA 94025 1 VP Marketing & Bus. Part. Class A Common Stock 2016-02-15 4 M 0 15034 0 A 270022 D Class A Common Stock 2016-02-15 4 M 0 6515 0 A 276537 D Class A Common Stock 2016-02-15 4 C 0 18789 0 A 295326 D Class A Common Stock 2016-02-16 4 S 0 10682 100.8532 D 284644 D Class A Common Stock 2016-02-16 4 S 0 1400 101.8007 D 283244 D Class A Common Stock 2016-02-16 4 S 0 6468 103.0082 D 276776 D Class A Common Stock 2016-02-16 4 S 0 2500 103.5252 D 274276 D Restricted Stock Units (RSU) (Class A) 2016-02-15 4 M 0 15034 0 D 2023-05-05 Class A Common Stock 15034 165379 D Restricted Stock Units (RSU) (Class A) 2016-02-15 4 M 0 6515 0 D 2024-03-16 Class A Common Stock 6515 97725 D Restricted Stock Unit (RSU) (Class B) 2016-02-15 4 M 0 18789 0 D 2022-05-02 Class B Common Stock 18789 206678 D Class B Common Stock 2016-02-15 4 M 0 18789 0 A Class A Common Stock 18789 18789 D Class B Common Stock 2016-02-15 4 C 0 18789 0 D Class A Common Stock 18789 0 D 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 required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade 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 $100.28 to $101.27 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 $101.29 to $102.25 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 $102.38 to $103.36 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $103.4135 to $103.75 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. 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 November 15, 2014, subject to continued service through each vesting date. The RSUs vest as to 1/16th of the total shares quarterly, beginning on February 15, 2016, subject to continued service through each vesting date. Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement. The RSUs vest as to 1/16th of the total shares quarterly, beginning on February 15, 2015, subject to continued service through each vesting 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. The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis. The report on this Form 4/A amends and restates the original Form 4 filed by the Reporting Person on February 17, 2016 (the "Original Filing") and is being filed to correct the reported sales on February 16, 2016. Other than the February 16, 2016 sale data, all other information reported in the Original Filing remains unchanged. /s/ Michael Johnson as attorney-in-fact for David Fischer 2016-04-19