MICROSOFT CORP — Director's Dealing 2012

May 22, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2012-05-22

Reporting Person: MICROSOFT CORP (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-22	Class A Common Stock	C	6556925	—	Acquired	6556925	Direct
2012-05-22	Class A Common Stock	S	6556925	$37.582	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-22	Series D Preferred Stock	$	C	32377940	Disposed		Class B Common Stock (32784639)	Direct
2012-05-22	Class B Common Stock	$	C	32784639	Acquired		Class A Common Stock (32784639)	Direct
2012-05-22	Class B Common Stock	$	C	6556925	Disposed		Class A Common Stock (6556925)	Direct

Footnotes

F1: Converted from shares of Class B Common Stock into Class A Common Stock on a one-for-one basis.

F2: Each of the 32,377,940 shares of Series D Preferred Stock held by Microsoft Corporation converted into 1.012561 Class B Common shares upon the closing of the Issuer's initial public offering; the Class B Common is convertible into Class A Common Stock at any time on a one-for-one basis and this conversion right has no expiration date.

F3: Class B Common is convertible into Class A Common Stock at any time on a one-for-one basis and this conversion right has no expiration date.

F4: Following the conversion described in (2) above, Microsoft converted 6,556,925 Class B Common Shares into Class A Common Stock, as reflected here and in the first entry in Table I.