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^*

BREYER JAMES

(Last)

(First)

(Middle)

C/O ACCEL PARTNERS

428 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(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)
12/14/2012

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	12/14/2012		J⁽¹⁾	V	4,632,980	D	$0.00	0	I	By Accel Investors 2005 L.L.C.⁽²⁾
Class A Common Stock	12/14/2012		C		37,120	A	$0.00	37,120	I	By Accel Growth Fund Investors 2009 L.L.C.⁽³⁾
Class A Common Stock	12/14/2012		J⁽¹⁾	V	37,120	D	$0.00	0	I	By Accel Growth Fund Investors 2009 L.L.C.⁽³⁾
Class A Common Stock	12/14/2012		J⁽¹⁾	V	49,698,765	D	$0.00	0	I	By Accel IX L.P.⁽⁴⁾
Class A Common Stock	12/14/2012		J⁽¹⁾	V	5,294,863	D	$0.00	0	I	By Accel IX Strategic Partners L.P.⁽⁵⁾
Class A Common Stock	12/14/2012		C		2,785,949	A	$0.00	2,785,949	I	By Accel Growth Fund L.P.⁽⁶⁾
Class A Common Stock	12/14/2012		J⁽¹⁾	V	2,785,949	D	$0.00	0	I	By Accel Growth Fund L.P.⁽⁶⁾
Class A Common Stock	12/14/2012		C		54,385	A	$0.00	54,385	I	By Accel Growth Fund Strategic Partners L.P.⁽⁷⁾
Class A Common Stock	12/14/2012		J⁽¹⁾	V	54,385	D	$0.00	0	I	By Accel Growth Fund Strategic Partners L.P.⁽⁷⁾
Class A Common Stock	12/14/2012		J⁽¹⁾		3,247,952	A	$0.00	10,963,744	I	By James W. Breyer as Trustee of the James W. Breyer 2005 Trust dated March 25, 2005⁽⁸⁾
Class A Common Stock								704,263	I	By James W. Breyer as Trustee of the James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011⁽⁹⁾
Class A Common Stock								101,722	I	By Accel Meritech Associates III L.L.C.⁽¹⁰⁾
Class A Common Stock								56,518	I	By Accel Meritech Investors III L.L.C.⁽¹¹⁾

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)
Class B Common Stock	⁽¹²⁾	12/14/2012		C			37,120	⁽¹²⁾	⁽¹²⁾	Class A Common Stock	37,120	$0.00	0	I	By Accel Growth Fund Investors 2009 L.L.C.⁽³⁾
Class B Common Stock	⁽¹²⁾	12/14/2012		C			2,785,949	⁽¹²⁾	⁽¹²⁾	Class A Common Stock	2,785,949	$0.00	0	I	By Accel Growth Fund L.P.⁽⁶⁾
Class B Common Stock	⁽¹²⁾	12/14/2012		C			54,385	⁽¹²⁾	⁽¹²⁾	Class A Common Stock	54,385	$0.00	0	I	By Accel Growth Fund Strategic Partners L.P.⁽⁷⁾
Class B Common Stock	⁽¹²⁾							⁽¹²⁾	⁽¹²⁾	Class A Common Stock	139,144		139,144	I	By James W. Breyer as Trustee of the James W. Breyer 2005 Trust dated March 25, 2005⁽⁸⁾
Class B Common Stock	⁽¹²⁾							⁽¹²⁾	⁽¹²⁾	Class A Common Stock	15,461		15,461	I	By James W. Breyer as Trustee of the James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011⁽⁹⁾

Explanation of Responses:

1. Transactions reported on this form represent pro rata distributions, and not a purchase or sale, of securities by Accel IX L.P. ("Accel IX"), Accel IX Strategic Partners L.P. ("Accel SP"), Accel Investors 2005 L.L.C. ("Accel 2005"), Accel Growth Fund Investors 2009 L.L.C. ("Accel Growth 2009"), Accel Growth Fund Strategic Partners L.P. ("Accel Growth SP"), and Accel Growth Fund L.P. ("Accel Growth") to their respective limited and general partners or members without consideration. Distribution transactions were executed pursuant to a plan established in compliance with the requirements of Rule 10b5-1.

2. The reporting person is one of the Managing Members of Accel 2005, and may be deemed to share voting and investment power over the securities held by Accel 2005. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and 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. The reporting person is one of the Managing Members of Accel Growth 2009, and may be deemed to share voting and investment power over the securities held by Accel Growth 2009. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and 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.

4. The reporting person is one of the Managing Members of Accel IX Associates L.L.C. ("A9A"), which is the General Partner of Accel IX, and may be deemed to share voting and investment power over the securities held of record by Accel IX. The reporting person disclaims beneficial ownership of 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.

5. The reporting person is one of the Managing Members of A9A, which is the General Partner of Accel SP, and may be deemed to share voting and investment power over the securities held of record by Accel SP. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and 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.

6. Accel Growth Fund Associates L.L.C ("AGFA"), which is the General Partner of Accel Growth, has sole voting and investment power over the securities held by Accel Growth. AGFA disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, the reporting person is one of the Managing Members of AGFA and may be deemed to share voting and investment power over the shares held of record by Accel Growth. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and 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.

7. AGFA, which is the General Partner of Accel Growth SP, has sole voting and investment power over the securities held by Accel Growth SP. AGFA disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, the reporting person is one of the Managing Members of AGFA and may be deemed to share voting and investment power over the shares held of record by Accel Growth SP. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and 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.

8. Shares held of record by James W. Breyer as Trustee of the James W. Breyer 2005 Trust dated March 25, 2005.

9. Shares held of record by James W. Breyer as Trustee of the James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011.

10. The reporting person is one of the Managing Members of Accel Meritech Associates III L.L.C. ("AMA III"), and may be deemed to share voting and investment power over the securities held by AMA III. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and 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 one of the Managing Members of Accel Meritech Investors III L.L.C. ("AMI III"), and may be deemed to share voting and investment power over the securities held by AMI III. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and 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.

12. 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.

Remarks:

	/s/ Michael Johnson as attorney-in-fact for James W. Breyer	12/18/2012
	** 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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