SEC FORM 4

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^*

THIEL PETER

(Last)

(First)

(Middle)

C/O FACEBOOK, INC.

1601 WILLOW ROAD

(Street)

MENLO PARK

94025

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2012

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/22/2012		C		32,875,670	A	$0.00	32,875,670	I	By Rivendell One LLC⁽¹⁾
Class A Common Stock	05/22/2012		S		14,293,769	D	$37.58	18,581,901	I	By Rivendell One LLC⁽¹⁾
Class A Common Stock	05/22/2012		C		2,550,546	A	$0.00	2,550,546	I	By The Founders Fund, LP⁽²⁾
Class A Common Stock	05/22/2012		S		2,550,546	D	$37.58	0	I	By The Founders Fund, LP⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock⁽³⁾	⁽³⁾	05/22/2012		C			32,875,670	⁽³⁾	⁽³⁾	Class B Common Stock⁽⁴⁾	32,875,670	$0.00	0	I	By Rivendell One LLC⁽¹⁾
Class B Common Stock⁽⁴⁾	⁽⁴⁾	05/22/2012		C		32,875,670		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	32,875,670	$0.00	32,875,670	I	By Rivendell One LLC⁽¹⁾
Class B Common Stock⁽⁴⁾	⁽⁴⁾	05/22/2012		C			32,875,670	⁽⁴⁾	⁽⁴⁾	Class A Common Stock⁽⁵⁾	32,875,670	$0.00	0	I	By Rivendell One LLC⁽¹⁾
Series C Convertible Preferred Stock⁽⁶⁾	⁽⁶⁾	05/22/2012		C			5,837,600	⁽⁶⁾	⁽⁶⁾	Class B Common Stock⁽⁴⁾	5,866,256	$0.00	0	I	By The Founders Fund, LP⁽²⁾
Class B Common Stock⁽⁴⁾	⁽⁴⁾	05/22/2012		C		5,866,256		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	5,866,256	$0.00	5,978,140	I	By The Founders Fund, LP⁽²⁾
Class B Common Stock⁽⁴⁾	⁽⁴⁾	05/22/2012		C			2,550,546	⁽⁴⁾	⁽⁴⁾	Class A Common Stock⁽⁷⁾	2,550,546	$0.00	3,427,594	I	By The Founders Fund, LP⁽²⁾
Class B Common Stock⁽⁴⁾	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Class A Common Stock	740,960		740,960	I	By The Founders Fund II, LP⁽⁸⁾
Class B Common Stock⁽⁴⁾	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Class A Common Stock	36,640		36,640	I	By The Founders Fund II Principals Fund, LP⁽⁹⁾
Class B Common Stock⁽⁴⁾	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Class A Common Stock	22,400		22,400	I	By The Founders Fund II Entrepreneurs Fund, LP⁽¹⁰⁾
Class B Common Stock⁽⁴⁾	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Class A Common Stock	5,070,290		5,070,290	I	By Lembas, LLC⁽¹¹⁾

Explanation of Responses:

1. The reporting person is the beneficial owner of Rivendell One LLC ("Rivendell"), and has sole voting and investment power over the securities held by Rivendell.

2. The reporting person is one of the Managers of The Founder's Fund Management, LLC, which is the General Partner of The Founders Fund, LP ("FF"), and may be deemed to share voting and investment power over the securities held by FF. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

3. Each share of the issuer's Series A Convertible Preferred Stock automatically converted into 1 share of the issuer's Class B Common Stock on May 22, 2012 in connection with the closing of the issuer's sale of its Class A Common Stock in its firm commitment initial public offering pursuant to a registration statement on Form S-1 (File No. 333-179287) under the Securities Act of 1933, as amended, and had no expiration date.

4. 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.

5. The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.

6. Each share of the issuer's Series C Convertible Preferred Stock automatically converted into 1.004909 shares of the issuer's Class B Common Stock on May 22, 2012 in connection with the closing of the issuer's sale of its Class A Common Stock in its firm commitment initial public offering pursuant to a registration statement on Form S-1 (File No. 333-179287) under the Securities Act of 1933, as amended, and had no expiration date.

7. The shares of Class B Common Stock automatically converted into Class A Common Stock on a 1-for-1 basis in connection with the transfer of such shares.

8. The reporting person is one of the Managing Members of The Founder's Fund II Management, LLC ("FF II Management"), which is the General Partner of The Founders Fund II, LP ("FF II"), and may be deemed to share voting and investment power over the securities held by FF II. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

9. The reporting person is one of the Managing Members of FF II Management, which is the General Partner of The Founders Fund II Principals Fund, LP ("FFPF"), and may be deemed to share voting and investment power over the securities held by FFPF. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

10. The reporting person is one of the Managing Members of FF II Management, which is the General Partner of The Founders Fund II Entrepreneurs Fund, LP ("FFEF"), and may be deemed to share voting and investment power over the securities held by FFEF. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

11. The reporting person is the Manager and a Member of Lembas, LLC ("Lembas"), and has sole voting and investment power over the securities held by Lembas. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

Remarks:

	/s/ Michael Johnson as attorney-in-fact for Peter A. Thiel	05/22/2012
	** 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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