Edgar Filing: Zuckerberg Mark

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0104

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Zuckerberg Mark

2. Date of Event Requiring Statement (Month/Day/Year)
05/17/2012

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

(Last)

(First)

(Middle)

C/O FACEBOOK, INC.,Â 1601 WILLOW ROAD

4. 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

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

MENLO PARK,Â CAÂ 94025

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	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 control number.

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 of Derivative Security: 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		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock ⁽¹⁾	Â ⁽¹⁾	Â ⁽¹⁾	Class A Common Stock	632,762	$ 0	D	Â
Class B Common Stock ⁽¹⁾	Â ⁽¹⁾	Â ⁽¹⁾	Class A Common Stock	3,416,823	$ 0	I	By Mark Zuckerberg, Trustee of The Mark Zuckerberg 2008 Annuity Trust dated March 13, 2008 ⁽²⁾
Class B Common Stock ⁽¹⁾	Â ⁽¹⁾	Â ⁽¹⁾	Class A Common Stock	409,752,262	$ 0	I	By Mark Zuckerberg, Trustee of The Mark Zuckerberg Trust dated July 7, 2006 ⁽³⁾
Class B Common Stock ⁽¹⁾	Â ⁽¹⁾	Â ⁽¹⁾	Class A Common Stock	3	$ 0	I	By Mark Zuckerberg, Trustee of the Openess Trust, dated April 12, 2012 ⁽⁴⁾
Stock option (right to buy Class B Common Stock) ⁽¹⁾	Â ⁽⁵⁾	11/07/2015	Class B Common Stock ⁽¹⁾	120,000,000	$ 0.06	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Zuckerberg Mark C/O FACEBOOK, INC. 1601 WILLOW ROAD MENLO PARK,Â CAÂ 94025	Â X	Â X	Â COB and CEO	Â

Signatures

/s/ Michael Johnson as attorney-in-fact for Mark Zuckerberg		05/17/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The Class B Common Stock is convertible into the issuer's Class A Common Stock on a 1-for-1 basis and has no expiration date. Upon the closing of the issuer's sale of its Class A Common Stock in its firm commitment underwritten initial public offering pursuant to a registration statement on Form S-1 (File No. 333-179287) under the Securities Act of 1933, as amended, the Class B Common Stock will also become convertible into the issuer's Class A Common Stock on the same basis upon certain transfers of such shares.
(2)	Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2008 Annuity Trust dated March 13, 2008.
(3)	Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg Trust dated July 7, 2006.
(4)	Shares held of record by Mark Zuckerberg, Trustee of the Openess Trust, dated April 12, 2012.
(5)	Option was fully vested on November 1, 2010.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.