Form 4 Facebook Inc For: May 17 Filed by: Andreessen Marc L

May 21, 2019 9:30 PM EDT

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 ^*

Andreessen Marc L

(Last)

(First)

(Middle)

C/O ANDREESSEN HOROWITZ

2865 SAND HILL RD., STE. 101

(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	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/17/2019

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	05/17/2019		C⁽¹⁾⁽²⁾		90,705	A	$ 0	194,640	I	By Andreessen Horowitz Fund III, L.P., as Nominee ⁽³⁾
Class A Common Stock	05/17/2019		C⁽²⁾⁽⁴⁾		62,774	A	$ 0	62,774	I	By AH Parallel Fund III, L.P., as Nominee ⁽⁵⁾
Class A Common Stock								181,029	I	By the LAMA Community Trust ⁽⁶⁾

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 ⁽⁷⁾	⁽⁷⁾	05/17/2019		J⁽¹⁾			133,534	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	133,534	$ 69.35 ⁽⁸⁾	90,705	I	By Andreessen Horowitz Fund III, L.P., as Nominee ⁽³⁾
Class B Common Stock ⁽⁷⁾	⁽⁷⁾	05/17/2019		C⁽¹⁾⁽²⁾			90,705	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	90,705	$ 0	0	I	By Andreessen Horowitz Fund III, L.P., as Nominee ⁽³⁾
Class B Common Stock ⁽⁷⁾	⁽⁷⁾	05/17/2019		J⁽⁴⁾			92,416	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	92,416	$ 69.35 ⁽⁸⁾	62,774	I	By AH Parallel Fund III, L.P., as Nominee ⁽⁵⁾
Class B Common Stock ⁽⁷⁾	⁽⁷⁾	05/17/2019		C⁽²⁾⁽⁴⁾			62,774	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	62,774	$ 0	0	I	By AH Parallel Fund III, L.P., as Nominee ⁽⁵⁾

Explanation of Responses:

1. 224,239 shares of Class B Common Stock were initially reported on a Form 4 filed with the Securities and Exchange Commission ("SEC") on July 23, 2014 as having been acquired by the holder in connection with the issuer's acquisition of Oculus VR, Inc. ("Oculus"). The shares were held in escrow to secure the Oculus stockholders' obligations to indemnify the issuer for certain matters set forth in the amended and restated merger agreement dated April 21, 2014 (the "Merger Agreement"). Pursuant to these indemnity obligations, on May 17, 2019, 133,534 of these shares were forfeited and are being returned to the issuer for no consideration. Following this forfeiture, neither the reporting person nor the holder owns such forfeited shares or has voting or investment power over, or a pecuniary interest in, the forfeited shares. The remaining 90,705 shares were released to the holder on May 17, 2019.

2. The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis pursuant to an irrevocable commitment to convert such shares that was delivered previously to the issuer.

3. The reporting person is one of the Managing Members of AH Equity Partners III, L.L.C. ("AHEP III"), which is the General Partner of Andreessen Horowitz Fund III, L.P., as nominee ("AH Fund III"), and may be deemed to share voting and investment power over the securities held by AH Fund III. The reporting person disclaims beneficial ownership over such securities except to the extent of his 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.

4. 155,190 shares of Class B Common Stock were initially reported on a Form 4 filed with the SEC on July 23, 2014 as having been acquired by the holder in connection with the issuer's acquisition of Oculus. The shares were held in escrow to secure the Oculus stockholders' obligations to indemnify the issuer for certain matters set forth in the Merger Agreement. Pursuant to these indemnity obligations, on May 17, 2019, 92,416 of these shares were forfeited and are being returned to the issuer for no consideration. Following this forfeiture, neither the reporting person nor the holder owns such forfeited shares or has voting or investment power over, or a pecuniary interest in, the forfeited shares. The remaining 62,774 shares were released to the holder on May 17, 2019.

5. The reporting person is one of the Managing Members of AH Equity Partners III (Parallel), L.L.C. ("AHEP III (Parallel)"), which is the General Partner of AH Parallel Fund III, L.P., as nominee ("AHPF III"), and may be deemed to share voting and investment power over the securities held by AHPF III. The reporting person disclaims beneficial ownership over such securities except to the extent of his 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.

6. The reporting person and his spouse are the trustees of the LAMA Community Trust.

7. 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.

8. The value of these shares was established in the Merger Agreement.

	/s/ Michael Johnson as attorney-in-fact for Marc L. Andreessen	05/21/2019
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Form 4 Facebook Inc For: May 17 Filed by: Andreessen Marc L

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