SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Stretch Colin

(Last)

(First)

(Middle)

C/O FACEBOOK, INC.

1601 WILLOW ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/05/2013

3. Issuer Name and Ticker or Trading Symbol
Facebook Inc [ FB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, Gen. Counsel & Secretary

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	155,714	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Unit (RSU)⁽¹⁾	⁽²⁾	05/19/2020	Class B Common Stock⁽³⁾	66,670	$0.00	D
Restricted Stock Unit (RSU)⁽¹⁾	⁽⁴⁾	03/24/2021	Class B Common Stock⁽³⁾	110,968	$0.00	D
Restricted Stock Unit (RSU)⁽¹⁾	⁽⁵⁾	05/02/2022	Class B Common Stock⁽³⁾	122,898	$0.00	D
Restricted Stock Unit (RSU)⁽⁶⁾	⁽⁵⁾	05/05/2023	Class A Common Stock	103,100	$0.00	D

Explanation of Responses:

1. Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.

2. The RSUs were granted with both (a) a liquidity event-based vesting condition and (b) a service-based vesting condition, both of which conditions must be satisfied in order for the RSUs to vest. The liquidity event-based condition was satisfied on November 17, 2012. The service-based condition was satisfied as to 1/4th of the total number of shares on February 15, 2011 and then an additional 1/48th of the total number of shares vest monthly thereafter, subject to continued service through each vesting date.

3. The Class B Common Stock is convertible into the issuer's Class A Common Stock on a 1-for-1 basis either (a) at the holder's option or (b) upon certain transfers of such shares, and has no expiration date.

4. The RSUs vested as to 1/5th of the total shares on January 15, 2012 and then an additional 1/20th of the total shares vest quarterly thereafter, subject to continued service through each vesting date.

5. The RSUs vest as to 1/16th of the total shares on February 15, 2014 and then an additional 1/16th of the total shares vest quarterly thereafter, subject to continued service through each vesting date.

6. Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.

Remarks:

	/s/ Michael Johnson as attorney-in-fact for Colin Stretch	07/05/2013
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.