X0306 4 2016-02-15 0001326801 Facebook Inc FB 0001621141 Koum Jan C/O FACEBOOK, INC. 1601 WILLOW ROAD MENLO PARK CA 94025 1 Class A Common Stock 2016-02-12 5 G 0 E 250000 0 D 45405315 I By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 Class A Common Stock 2016-02-12 5 G 0 E 125000 0 D 45280315 I By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 Class A Common Stock 2016-02-15 4 M 0 1242673 0 A 46522988 I By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 Class A Common Stock 2016-02-16 4 S 0 338054 100.8377 D 46184934 I By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 Class A Common Stock 2016-02-16 4 S 0 56844 101.6623 D 46128090 I By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 Class A Common Stock 2016-02-16 4 S 0 143412 102.8794 D 45984678 I By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 Class A Common Stock 2016-02-16 4 S 0 108747 103.4446 D 45875931 I By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 Class A Common Stock 2016-02-17 4 S 0 286906 105.0556 D 45589025 I By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 Class A Common Stock 3500000 I By Jan Koum and BNY Mellon Trust of Delaware Co-Trustees of The Jan Koum Trust VIII U/A/D 01/29/2016 Class A Common Stock 3442873 I By Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust IV U/A/D 2/4/2015 Class A Common Stock 3500000 I By Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust V U/A/D 4/29/2015 Class A Common Stock 3500000 I By Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VI U/A/D 8/5/2015 Class A Common Stock 3500000 I By Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VII U/A/D 10/20/2015 Class A Common Stock 141489 I By Jan Koum, Trustee of The Jan Koum Trust I U/A/D 4/29/2014 Class A Common Stock 141489 I By Jan Koum, Trustee of The Jan Koum Trust II U/A/D 8/5/2014 Class A Common Stock 2528672 I By Jan Koum, Trustee of The Jan Koum Trust III U/A/D 10/9/2014 Restricted Stock Units (RSU) (Class A) 2016-02-15 4 M 0 1242673 0 D 2024-11-16 Class A Common Stock 1242673 18225877 D Represents shares of Class A Common Stock that were donated as a gift. The reporting person does not exercise voting or investment control, directly or indirectly, over the donated shares following this transfer. Shares held of record by Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004. 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 award agreements 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 $100.25 to $101.245 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 $101.25 to $102.245 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 $102.25 to $103.24 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 $103.25 to $103.78 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 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 $105.00 to $105.695 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. Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VIII U/A/D 01/29/2016. Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust IV U/A/D 2/4/2015. Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust V U/A/D 4/29/2015. Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VI U/A/D 8/5/2015. Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VII U/A/D 10/20/2015. Shares held of record by Jan Koum, Trustee of The Jan Koum Trust I U/A/D 4/29/2014. Shares held of record by Jan Koum, Trustee of The Jan Koum Trust II U/A/D 8/5/2014. Shares held of record by Jan Koum, Trustee of The Jan Koum Trust III U/A/D 10/9/2014. 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 (a) 13/60th of the total shares on November 15, 2015, (b) 1/20th of the total shares each quarter thereafter through November 15, 2017, (c) 2/20th of the total shares on each of February 15, 2018, May 15, 2018 and August 15, 2018 and (d) the final 5/60th of the total shares on November 15, 2018; provided, however, that in the event of the reporting person's termination of employment with the issuer under certain circumstances, all of the reporting person's then unvested RSUs shall vest as of the date of such termination of employment. /s/ Michael Johnson as attorney-in-fact for Jan Koum 2016-02-17