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^*

Zuckerberg Mark

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	COB and CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/05/2014

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)
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	05/08/2014		C		3,999,000⁽¹⁾	A	$0.00	3,999,241	I	By Mark Zuckerberg, Trustee of The Mark Zuckerberg Trust dated July 7, 2006⁽²⁾
Class A Common Stock	05/08/2014		G	V	3,999,000	D	$0.00	241	I	By Mark Zuckerberg, Trustee of The Mark Zuckerberg Trust dated July 7, 2006⁽²⁾
Class A Common Stock	05/08/2014		G	V	1,333,000	A	$0.00	1,333,000	I	By Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 1 dated 5/8/2014⁽³⁾
Class A Common Stock	05/08/2014		G	V	1,333,000	A	$0.00	1,333,000	I	By Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 2 dated 5/8/2014⁽⁴⁾
Class A Common Stock	05/08/2014		G	V	1,333,000	A	$0.00	1,333,000	I	By Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 3 dated 5/8/2014⁽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)
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⁽⁶⁾	⁽⁶⁾	05/05/2014		G	V		28,200	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	28,200	$0.00	3,297,765	I	By Mark Zuckerberg, Trustee of the Mark Zuckerberg 2008 Annuity Trust dated March 13, 2008⁽⁷⁾
Class B Common Stock⁽⁶⁾	⁽⁶⁾	05/05/2014		G	V	28,200		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	28,200	$0.00	373,871,320	I	BY Mark Zuckerberg, Trustee of the Mark Zuckerberg Trust dated July 7, 2006⁽²⁾
Class B Common Stock⁽⁶⁾	⁽⁶⁾	05/08/2014		G	V		3,999,000	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	3,999,000	$0.00	45,083,762	D
Class B Common Stock⁽⁶⁾	⁽⁶⁾	05/08/2014		G	V	3,999,000		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	3,999,000	$0.00	377,870,320	I	By Mark Zuckerberg, Trustee of the Mark Zuckerberg Trust dated July 7, 2006⁽²⁾
Class B Common Stock⁽⁶⁾	⁽⁶⁾	05/08/2014		C			3,999,000⁽⁸⁾	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	3,999,000	$0.00	373,871,320	I	By Mark Zuckerberg, Trustee of the Mark Zuckerberg Trust dated July 7, 2006⁽²⁾
Class B Common Stock⁽⁶⁾	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Class A Common Stock	3		3	I	By Mark Zuckerberg, Trustee of the Openness Trust dated April 2, 2012⁽⁹⁾

Explanation of Responses:

1. Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock at the election of the holder.

2. Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg Trust dated July 7, 2006.

3. Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 1, dated 5/8/2014.

4. Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 2, dated 5/8/2014.

5. Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 3, dated 5/8/2014.

6. 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.

7. Shares held of record by Mark Zuckerberg, Trustee of the Mark Zuckerberg 2008 Annuity Trust dated March 13, 2008.

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

9. Shares held of record by Mark Zuckerberg, Trustee of the Openness Trust dated April 2, 2012.

Remarks:

	/s/ Michael Johnson as attorney-in-fact for Mark Zuckerberg	05/12/2014
	** 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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