UNITED STATES SECURITIES AND EXCHANGE COMMISSION. Washington, D.C FORM 8-K

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1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 24, 2018 Facebook, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 1601 Willow Road Menlo Park, California (Address of Principal Executive Offices) (Zip Code) (650) (Registrant s Telephone Number, Including Area Code) N/A (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions: o Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) o o o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ( of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ( b-2 of this chapter). Emerging growth company o If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

2 Item 8.01 Other Events. As previously disclosed, on September 25, 2017, the Court of Chancery of the State of Delaware (the "Court") dismissed as moot the consolidated class action (the "Action") captioned In re Facebook, Inc. Class C Reclassification Litigation, Consol. C.A. No VCL. The Court retained jurisdiction of the Action to determine the application by the Plaintiffs in the Action for an award of attorneys fees and reimbursement expenses. On October 24, 2018, the Court approved a Stipulation and Order of Dismissal (the "Order") entered into by the parties in the Action to resolve the Plaintiffs Motion for an Award of Attorneys Fees and Expenses. The Order requires that notice of the Order be given to stockholders of Facebook, Inc. in the form of this Current Report on Form 8-K. The Order is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Exhibit Title or Description 99.1 Stipulation and Order of Dismissal.

3 Exhibit Index Exhibit Number Exhibit Title or Description 99.1 Stipulation and Order of Dismissal.

4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FACEBOOK, INC. Date: October 24, 2018 By: /s/ David Kling Name: David Kling Title: Vice President, Deputy General Counsel and Secretary

5 IN RE FACEBOOK, INC. CLASS C RECLASSIFICATION LITIGATION ) ) Consolidated C.A. No VCL STIPULATION AND [PROPOSED] ORDER OF DISMISSAL WHEREAS, on May 17, 2016, the Court appointed Grant & Eisenhofer, P.A. and Kessler Topaz Meltzer & Check, LLP as co-lead counsel ( Co-Lead Counsel ), and appointed Prickett, Jones & Elliott, P.A. as additional counsel (together with Co-Lead Counsel, Plaintiffs Counsel ) in the above-captioned action (the Consolidated Action ); WHEREAS, on September 25, 2017, the Court entered a Stipulation and Order Dismissing Action as Moot and Retaining Jurisdiction to Determine Plaintiffs Counsel s Application for an Award of Attorneys Fees and Reimbursement of Expenses; WHEREAS, on February 2, 2018, Plaintiffs Counsel filed a Motion for an Award of Attorneys Fees and Expenses (the Fees and Expenses Motion ) seeking an award of $129 million in attorneys fees, including $4,276, in unreimbursed expenses (the Unreimbursed Expenses ); WHEREAS, on July 26, 2018, the Court heard argument on the Fees and Expenses Motion; WHEREAS, following extensive, arms-length negotiations, the Company has agreed, in the exercise of business judgment, to resolve the Fees and Expenses Motion pursuant to the procedures specified below; WHEREAS, Defendants continue to deny any and all allegations that they engaged in wrongdoing in any way, and the Company has agreed to resolve the Fees and Expenses Motion due to the costs of defense of that application and litigation risk associated therewith; and WHEREAS, the Court has not passed on the amount of the fee, but requires parties to provide notice with respect to any agreed-upon payment of attorneys fees and expenses in cases in which the underlying claims are dismissed on mootness grounds; NOW, THEREFORE, upon consent of the parties and subject to the approval of the Court: IT IS HEREBY ORDERED this day of, 2018 that:

6 1. The Company shall attach this Stipulation and Order of Dismissal as an exhibit to a Form 8-K that the Company will file with the United States Securities and Exchange Commission following the entry of this Stipulation and Order of Dismissal (the Order ). The filing by the Company of this Order as an attachment to a Form 8-K constitutes adequate notice for purposes of Rule 23(e) (the Notice ). 2. The Company shall file with the Court an affidavit that the Notice has been made (the Affidavit ) in accordance with Paragraph 1 above no later than five (5) calendar days after the Notice is publicly filed. 3. Upon the filing of the Affidavit: (a) (b) The Register in Chancery is directed to close this Consolidated Action on the docket; and The Court will no longer retain any jurisdiction over this Consolidated Action. 4. The Company and/or its insurers shall pay Plaintiffs Counsel $68,700,000 in full satisfaction of the Fees and Expenses Motion (including the Unreimbursed Expenses) on or before November 15, 2018, to the account previously designated by Plaintiffs Counsel. The foregoing payment shall fully satisfy and resolve all claims in the Fees and Expenses Motion, and Plaintiffs Counsel shall not seek any additional fees, expenses, or costs related to the Consolidated Action from any source. 2

7 GRANT & EISENHOFER, P.A. OF COUNSEL: KESSLER TOPAZ MELTZER & CHECK, LLP Lee D. Rudy Eric L. Zagar J. Daniel Albert 280 King of Prussia Road Radnor, Pennsylvania (610) /s/ Stuart M. Grant Stuart M. Grant (Bar No. 2526) Cynthia A. Calder (Bar No. 2978) Joseph Christensen (Bar No. 5146) 123 Justison Street Wilmington, Delaware (302) Co-Lead Counsel for Plaintiffs Co-Lead Counsel for Plaintiffs PRICKETT, JONES & ELLIOTT, P.A. /s/ Corinne Elise Amato Michael Hanrahan (Bar No. 941) Paul A. Fioravanti, Jr. (Bar No. 3808) Corinne Elise Amato (Bar No. 4982) Eric J. Juray (Bar No. 5765) 1310 N. King Street Wilmington, Delaware (302) Additional Counsel for Plaintiffs ROSS ARONSTAM & MORITZ LLP /s/ David E. Ross David E. Ross (Bar No. 5228) Garrett B. Moritz (Bar No. 5646) S. Michael Sirkin (Bar No. 5389) Benjamin Z. Grossberg (Bar No. 5615) R. Garrett Rice (Bar No. 6242) 100 S. West Street, Suite 400 Wilmington, Delaware (302) Attorneys for Defendant Facebook, Inc. Dated: October 24, 2018 SO ORDERED this day of, Vice Chancellor J. Travis Laster 3

8 This document constitutes a ruling of the court and should be treated as such. Court: DE Court of Chancery Civil Action Judge: J Travis Laster File & Serve Transaction ID: Current Date: Case Number: Case Name: Oct 24, VCL CLOSED - CONF ORD - CONS W/ 12282, 12283, 12287, 12292, 12303, 12306, 12309, 12317, 12318, 12319, 12320, VCL - IN RE FACEBOOK, INC. CLASS C RECLASSIFICATION LITIGATION Court Authorizer: Laster, J Travis /s/ Judge Laster, J Travis 4

GRANTED WITH MODIFICATIONS

GRANTED WITH MODIFICATIONS EFiled: Dec 08 2017 02:33PM EST Transaction ID 61448399 Case No. 2017-0423-JTL EXHIBIT A IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN RE GALENA BIOPHARMA, INC. ) ) )