(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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Shares held of record by CZI Holdings, LLC ("CZI"). Mark Zuckerberg, Trustee of the Mark Zuckerberg Trust dated July 7, 2006 ("2006 Trust"), is the sole member of CZI. Mr. Zuckerberg is the sole trustee of the 2006 Trust and, therefore, is deemed to have sole voting and investment power over the securities held by CZI.
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(2)
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The sales reported were effected by CZI pursuant to its Rule 10b5-1 trading plan.
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(3)
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The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $321.31 to $322.305 per share. The holder 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.
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(4)
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The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $322.345 to $323.335 per share. The holder 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.
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(5)
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The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $323.355 to $324.345 per share. The holder 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.
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(6)
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The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $324.38 to $325.355 per share. The holder 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.
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(7)
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The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $325.38 to $326.35 per share. The holder 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.
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(8)
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The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $326.575 to $326.965 per share. The holder 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.
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(9)
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The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $327.585 to $328.325 per share. The holder 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.
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(10)
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The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $328.715 to $329.265 per share. The holder 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.
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(11)
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The sales reported were effected by Mark Zuckerberg, Trustee and Settlor of the Chan Zuckerberg Initiative Foundation ("CZI Foundation"), formerly known as the Chan Zuckerberg Foundation, pursuant to its Rule 10b5-1 trading plan.
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(12)
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The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $321.585 to $322.575 per share. The holder 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.
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(13)
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Shares held of record by CZI Foundation. The reporting person is deemed to have voting and investment power over the shares held by CZI Foundation, but has no pecuniary interest in these shares.
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(14)
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The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $322.645 to $323.565 per share. The holder 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.
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(15)
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The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $323.705 to $324.57 per share. The holder 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.
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(16)
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The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $324.88 to $325.67 per share. The holder 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.
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(17)
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The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $326.09 to $326.85 per share. The holder 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.
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(18)
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The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $327.18 to $327.37 per share. The holder 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.
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(19)
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The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $328.905 to $329.335 per share. The holder 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.
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(20)
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Shares held of record by Mark Zuckerberg, Trustee of the 2006 Trust.
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(21)
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The sales reported were effected by Mark Zuckerberg, Trustee of the 2006 Trust pursuant to its Rule 10b5-1 trading plan.
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(22)
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The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $321.51 to $322.44 per share. The holder 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.
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(23)
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The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $322.645 to $323.635 per share. The holder 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.
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(24)
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The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $323.98 to $324.90 per share. The holder 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.
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(25)
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The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $325.04 to $325.67 per share. The holder 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.
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(26)
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The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $327.365 to $327.92 per share. The holder 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.
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(27)
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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.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.