SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Moskovitz Dustin A.

(Last) (First) (Middle)
P.O. BOX 2929

(Street)
SAN FRANCISCO CA 94126

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Facebook Inc [ FB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/17/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A common stock 08/17/2012 C 7,500,000 A (1) 7,500,000 I By trust(2)
Class A common stock 08/17/2012 S 150,000 D $19.9982(3) 7,350,000 I By trust(2)
Class A common stock 08/20/2012 S 150,000 D $19.4859(4) 7,200,000 I By trust(2)
Class A common stock 08/21/2012 S 150,000 D $19.384(5) 7,050,000 I By trust(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B common stock (6) 08/17/2012 C 7,500,000 (6) (6) Class A common stock 7,500,000 (1) 106,756,629 I By trust(2)
Class B common stock (6) (6) (6) Class A common stock 174,165 174,165 I By trust(7)
Class B common stock (6) (6) (6) Class A common stock 14,404,516 14,404,516 I By trust(8)
Class B common stock (6) (6) (6) Class A common stock 4,863,335 4,863,335 I By trust(9)
Explanation of Responses:
1. Converted from shares of Class B common stock into Class A common stock on a one-for-one basis.
2. Shares held of record by Dustin Moskovitz, Trustee of The Dustin A. Moskovitz Trust dated December 27, 2005.
3. The range of prices for the shares of Class A common stock is from $19.95 to $20.08. Mr. Moskovitz undertakes that he will provide, upon request by the staff of the U.S.Securities and Exchange Commission, full information regarding the number of securities sold at each separate price.
4. The range of prices for the shares of Class A common stock is from $18.79 to $20.03. Mr. Moskovitz undertakes that he will provide, upon request by the staff of the U.S.Securities and Exchange Commission, full information regarding the number of securities sold at each separate price.
5. The range of prices for the shares of Class A common stock is from $19.09 to $19.95. Mr. Moskovitz undertakes that he will provide, upon request by the staff of the U.S.Securities and Exchange Commission, full information regarding the number of securities sold at each separate price.
6. The Class B common stock is convertible into Class A common stock at any time on a one-for-one basis and has no expiration date.
7. Shares held of record by Dustin A. Moskovitz, Trustee of The Justin M. Rosenstein 2009 Trust, a trust established pursuant to the Justin M. Rosenstein 2009 Trust Agreement.
8. Shares held of record by Dustin Moskovitz, Trustee of The Dustin Moskovitz 2008 Annuity Trust dated March 10, 2008.
9. Shares held of record by Justin M. Rosenstein, Trustee of The Dustin A. Moskovitz 2009 Trust, a trust established pursuant to the Dustin A. Moskovitz 2009 Trust Agreement dated January 1, 2009.
/s/ Rakesh Mehta, as attorney-in-fact for Dustin A. Moskovitz 08/21/2012
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** 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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