MICROSOFT CORP — Director's Dealing 2012

May 17, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2012-05-17

Reporting Person: MICROSOFT CORP (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series D Preferred Stock	$		Class A Common Stock (32784639)		Direct

Footnotes

F1: Each of the 32,377,940 outstanding shares of Series D Preferred Stock held by Microsoft Corporation ("Microsoft") prior to the closing of the firm commitment initial public offering ("IPO") by Facebook, Inc. ("Facebook") is convertible into 1.012561 shares of Class B Common Stock at any time and this conversion right has no expiration date; the Class B Common Stock is convertible into shares of Class A Common Stock at any time on a one-for-one basis and this conversion right has no expiration date. This filing is made as a result of Microsoft's beneficial ownership of such underlying shares of Class A Common Stock as determined in accordance with the rules of the Securities and Exchange Commission.