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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  ACCEL IX LP
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 ACCEL PARTNERS, 428 UNIVERSITY AVENUE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

PALO ALTO, CA 94301
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (1)   (1)   (1) Class A Common Stock 139,144 $ 0 I By James W. Breyer as Trustee of James W. Breyer 2005 Trust dated March 25, 2005 (2)
Series B Convertible Preferred Stock (3)   (3)   (3) Class B Common Stock (1) 10,211,171 $ 0 I By James W. Breyer as Trustee of James W. Breyer 2005 Trust dated March 25, 2005 (2)
Series C Convertible Preferred Stock (4)   (4)   (4) Class B Common Stock (1) 633,093 $ 0 I By James W. Breyer as Trustee of James W. Breyer 2005 Trust dated March 25, 2005 (2)
Class B Common Stock (1)   (1)   (1) Class A Common Stock 15,461 $ 0 I By James W. Breyer as Trustee of James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011 (5)
Series B Convertible Preferred Stock (3)   (3)   (3) Class B Common Stock (1) 633,920 $ 0 I By James W. Breyer as Trustee of James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011 (5)
Series C Convertible Preferred Stock (4)   (4)   (4) Class B Common Stock (1) 70,343 $ 0 I By James W. Breyer as Trustee of James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011 (5)
Series B Convertible Preferred Stock (3)   (3)   (3) Class B Common Stock (1) 140,419,959 $ 0 I By Accel IX L.P. (6)
Series C Convertible Preferred Stock (4)   (4)   (4) Class B Common Stock (1) 9,107,771 $ 0 I By Accel IX L.P. (6)
Series B Convertible Preferred Stock (3)   (3)   (3) Class B Common Stock (1) 14,961,394 $ 0 I By Accel IX Strategic Partners L.P. (7)
Series C Convertible Preferred Stock (4)   (4)   (4) Class B Common Stock (1) 970,259 $ 0 I By Accel IX Strategic Partners L.P. (7)
Series B Convertible Preferred Stock (3)   (3)   (3) Class B Common Stock (1) 13,090,187 $ 0 I By Accel Investors 2005 L.L.C. (8)
Series C Convertible Preferred Stock (4)   (4)   (4) Class B Common Stock (1) 849,027 $ 0 I By Accel Investors 2005 L.L.C. (8)
Class B Common Stock (1)   (1)   (1) Class A Common Stock 9,949,820 $ 0 I By Accel Growth Fund L.P. (9)
Class B Common Stock (1)   (1)   (1) Class A Common Stock 194,230 $ 0 I By Accel Growth Fund Strategic Partners L.P. (10)
Class B Common Stock (1)   (1)   (1) Class A Common Stock 132,570 $ 0 I By Accel Growth Fund Investors 2009 L.L.C. (11)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ACCEL IX LP
C/O ACCEL PARTNERS
428 UNIVERSITY AVENUE
PALO ALTO, CA 94301
    X    
GOUW RANZETTA THERESIA
C/O ACCEL PARTNERS
428 UNIVERSITY AVENUE
PALO ALTO, CA 94301
    X    
EFRUSY KEVIN
C/O ACCEL PARTNERS
428 UNIVERSITY AVENUE
PALO ALTO, CA 94301
    X    
PATTERSON ARTHUR C
C/O ACCEL PARTNERS
428 UNIVERSITY AVENUE
PALO ALTO, CA 94301
    X    
James W. Breyer, Trustee of The James W. Breyer 2005 Trust, dated March 25, 2005
C/O ACCEL PARTNERS
428 UNIVERSITY AVENUE
PALO ALTO, CA 94301
    X    
James W. Breyer, Trustee of The James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011
C/O ACCEL PARTNERS
428 UNIVERSITY AVENUE
PALO ALTO, CA 94301
    X    

Signatures

/s/ Tracy L. Sedlock as attorney-in-fact James W. Breyer, as a managing member of Accel IX Associates L.L.C., the General Partner of Accel IX L.P. 05/17/2012
**Signature of Reporting Person Date

Tracy L. Sedlock as attorney-in-fact for Theresia Gouw Ranzetta 05/17/2012
**Signature of Reporting Person Date

Tracy L. Sedlock as attorney-in-fact for Kevin Efrusy 05/17/2012
**Signature of Reporting Person Date

Tracy L. Sedlock as attorney-in-fact for Arthur C. Patterson 05/17/2012
**Signature of Reporting Person Date

Tracy L. Sedlock as attorney-in-fact for James W. Breyer as Trustee of James W. Breyer 2005 Trust dated March 25, 2005 05/17/2012
**Signature of Reporting Person Date

Tracy L. Sedlock as attorney-in-fact for James W. Breyer as Trustee of James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011 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 "IPO"), 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) James W. Breyer, a Director of the issuer, is Trustee of the James W. Breyer 2005 Trust dated March 25, 2005.
(3) Each share of the issuer's Series B Convertible Preferred Stock will be automatically converted into 1.00491 shares of the issuer's Class B Common Stock immediately upon the closing of the issuer's IPO and has no expiration date.
(4) Each share of the issuer's Series C Convertible Preferred Stock will be automatically converted into 1.004909 shares of the issuer's Class B Common Stock immediately upon the closing of the issuer's IPO and has no expiration date.
(5) James W. Breyer, a Director of the issuer, is Trustee of the James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011.
(6) Accel IX Associates L.L.C. ("A9A"), which is the General Partner of Accel IX L.P. ("Accel IX"), has sole voting and investment power over the securities held by Accel IX. A9A disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, each of Kevin Efrusy, Ping Li, Arthur C. Patterson, Theresia Gouw Ranzetta and James W. Breyer, who is a Director of the issuer, is a Managing Member of A9A and may be deemed to share voting and investment power over the shares held of record by Accel IX. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his or her pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
(7) A9A, which is the General Partner of Accel IX Strategic Partners L.P. ("Accel SP"), has sole voting and investment power over the securities held by Accel SP. A9A disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, each of Kevin Efrusy, Ping Li, Arthur C. Patterson, Theresia Gouw Ranzetta and James W. Breyer, who is a Director of the issuer, is a Managing Member of A9A and may be deemed to share voting and investment power over the shares held of record by Accel SP. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his or her pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
(8) Each of Kevin Efrusy, Ping Li, Arthur Patterson, Theresia Gouw Ranzetta and James W. Breyer, who is a Director of the issuer, is a Managing Member of Accel Investors 2005 L.L.C. ("Accel 2005"), and may be deemed to share voting and investment power over the securities held by Accel 2005. Each of such individuals disclaims beneficial ownership over such securities except to the extent of his or her pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
(9) Accel Growth Fund Associates L.L.C ("AGFA"), which is the General Partner of Accel Growth Fund L.P. ("Accel Growth"), has sole voting and investment power over the securities held by Accel Growth. AGFA disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, each of Kevin Efrusy, Ping Li, Theresia Gouw Ranzetta and James W. Breyer, who is a Director of the issuer, is a managing member of AGFA and may be deemed to share voting and investment power over the shares held of record by Accel Growth. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his or her pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
(10) AGFA, which is the General Partner of Accel Growth Fund Strategic Partners L.P. ("Accel Growth SP"), has sole voting and investment power over the securities held by Accel Growth SP. AGFA disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, each of Kevin Efrusy, Ping Li, Theresia Gouw Ranzetta and James W. Breyer, who is a Director of the issuer, is a Managing Member of AGFA and may be deemed to share voting and investment power over the shares held of record by Accel Growth SP. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his or her pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
(11) Each of Kevin Efrusy, Ping Li, Theresia Gouw Ranzetta and James W. Breyer, who is a Director of the issuer, is a Managing Member of Accel Growth Fund Investors 2009 L.L.C. ("Accel Growth 2009"), and may be deemed to share voting and investment power over the securities held by Accel Growth 2009. Each of such individuals disclaims beneficial ownership over such securities except to the extent of his or her pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
 
Remarks:
This report is the same as the Form 3 filed by Accel IX L.P. of identical date and together comprise a single Form 3.  Combined the reports report the holdings for the following reporting persons:  Accel Growth Fund Investors 2009 L.L.C., Accel Growth Fund Associates L.L.C., Accel Growth Fund L.P., Accel Growth Fund Strategic Partners L.P., Accel IX Associates L.L.C., Accel IX L.P., Accel IX Strategic Partners L.P., Accel Investors 2005 L.L.C., James W. Breyer, Trustee of James W. Breyer 2005 Trust dated March 25, 2005, James W. Breyer, Trustee of James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011, James W. Breyer, Ping Li, Kevin J. Efrusy, Theresia Gouw Ranzetta and Arthur C. Patterson.

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