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*
DST GLOBAL II, L.P.

(Last) (First) (Middle)
C/O TULLOCH & CO., 4 HILL STREET

(Street)
LONDON X0 W1J 5NE

(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)
05/22/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 05/22/2012 S 2,085,289 D $37.582 3,909,914 D (1)
Class A Common Stock 05/22/2012 S 17,750,421 D $37.582 30,372,774 I See Footnote (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
1. Name and Address of Reporting Person*
DST GLOBAL II, L.P.

(Last) (First) (Middle)
C/O TULLOCH & CO., 4 HILL STREET

(Street)
LONDON X0 W1J 5NE

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DST Managers Ltd

(Last) (First) (Middle)
C/O TULLOCH & CO., 4 HILL STREET

(Street)
LONDON X0 W1J 5NE

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DST Global Advisors Ltd

(Last) (First) (Middle)
C/O TULLOCH & CO., 4 HILL STREET

(Street)
LONDON X0 W1J 5NE

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Cardew Services Ltd

(Last) (First) (Middle)
C/O TULLOCH & CO., 4 HILL STREET

(Street)
LONDON X0 W1J 5NE

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Orland Properties Ltd

(Last) (First) (Middle)
C/O TULLOCH & CO., 4 HILL STREET

(Street)
LONDON X0 W1J 5NE

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Channel Trustees Ltd as trustee of the Yury Milner Trust

(Last) (First) (Middle)
C/O TULLOCH & CO., 4 HILL STREET

(Street)
LONDON X0 W1J 5NE

(City) (State) (Zip)
Explanation of Responses:
1. These shares are owned directly by DST Global II, L.P., whose general partner is DST Manager Limited, which is a wholly-owned subsidiary of DST Global Advisors Limited, which is a wholly-owned subsidiary of Cardew Services Limited, which is a wholly-owned subsidiary of Orland Properties Limited, which is controlled by The Yury Milner Trust. Each reporting person other than DST Global II, L.P. and The Yury Milner Trust may be deemed to have an indirect pecuniary interest in the shares but disclaims beneficial ownership.
2. DST Gl obal Advisors Limited may be deemed to have an indirect pecuniary interest in these shares, which are held by an unrelated third party, by virtue of an entitlement to fees based on investment performance of the shares. DST Global Advisors Limited disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.
Remarks:
Due to a management agreement with DST USA II Limited, DST Global Advisers Limited was deemed to have beneficial ownership of shares held directly and reported by DST USA II Limited, including shares sold on May 22, 2012, but DST Global Advisers Limited had no pecuniary interest in such shares. The management agreement was terminated on May 22, 2012 following consummation of the Issuer's initial public offering, and DST Global Advisers Limited now has no beneficial ownership or pecuniary interest in such shares. Exhibit List: Exhibit 99 - Joint Filer Information
/s/ DST Global II, L.P., By: DST Managers Limited, its general partner By: /s/ Alastair Tulloch, Secretary 05/24/2012
/s/ DST Managers Limited, By: /s/ Alastair Tulloch, Secretary 05/24/2012
/s/ DST Global Advisors Limited, By: /s/ Alastair Tulloch, Secretary 05/24/2012
/s/ Cardew Services Limited, By: /s/ Alastair Tulloch, Secretary 05/24/2012
/s/ Orland Properties Limited, By: /s/ Alastair Tulloch, Secretary 05/24/2012
/s/ The Yury Milner Trust, By: /s/ Alastair, Tulloch, Trustee 05/24/2012
** 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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