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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Koum Jan (Last) (First) (Middle) C/O FACEBOOK, INC. 1601 WILLOW ROAD (Street) MENLO PARK CA 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) 10/06/2014
	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	10/06/2014		A		68,721,716(1)	A	(1)	68,721,716	I	By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004(2)
Class A Common Stock	10/06/2014		A		3,817,873(3)	A	(3)	3,817,873	I	By Jan Koum, Trustee of The Jan Koum Trust I U/A/D 4/29/2014(4)
Class A Common Stock	10/06/2014		A		3,817,873(3)	A	(3)	3,817,873	I	By Jan Koum, Trustee of The Jan Koum Trust II U/A/D 8/5/2014(5)

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

Explanation of Responses:

1. Shares received in exchange for 90,000,000 shares of WhatsApp Inc. ("WhatsApp") common stock in connection with the acquisition of WhatsApp by the issuer (the "Merger"), the consideration of which consisted of shares of the issuer's Class A Common Stock and cash. The closing price of the issuer's Class A Common Stock on the preceding trading date prior to the effective date of the Merger was $77.44 per share. Of the shares of Class A Common Stock reported, a portion are currently being held in escrow and are subject to forfeiture during the escrow period stated to satisfy claims arising as a result of, among other things, WhatsApp's breach of any of its representations and warranties or covenants and agreements set forth in the Agreement and Plan of Merger and Reorganization dated February 19, 2014, as amended.

2. Shares held of record by Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004.

3. Shares received in exchange for 5,000,000 shares of WhatsApp common stock in connection with the Merger, the consideration of which consisted of shares of the issuer's Class A Common Stock and cash. The closing price of the issuer's Class A Common Stock on the preceding trading date prior to the effective date of the Merger was $77.44 per share. Of the shares of Class A Common Stock reported, a portion are currently being held in escrow and are subject to forfeiture during the escrow period stated to satisfy claims arising as a result of, among other things, WhatsApp's breach of any of its representations and warranties or covenants and agreements set forth in the Agreement and Plan of Merger and Reorganization dated February 19, 2014, as amended.

4. Shares held of record by Jan Koum, Trustee of the Jan Koum Trust I U/A/D 4/29/2014.

5. Shares held of record by Jan Koum, Trustee of The Jan Koum Trust II U/A/D 8/5/2014.

Remarks:

	/s/ Michael Johnson as attorney-in-fact for Jan Koum	10/06/2014
	** 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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