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Form 4 Facebook Inc For: May 15 Filed by: FISCHER DAVID B.

May 19, 2015 7:56 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 *
FISCHER DAVID B.
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP Marketing & Bus. Part.
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2015
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 05/15/2015   C   117,950 (1) A $ 0 485,713 D  
Class A Common Stock 05/15/2015   C   18,789 (1) A $ 0 504,502 D  
Class A Common Stock 05/15/2015   M   15,034 A $ 0 519,536 D  
Class A Common Stock 05/15/2015   S   70,169 (2) D $ 80.6442 (3) 449,367 D  
Class A Common Stock 05/15/2015   S   9,028 (2) D $ 81.2824 (4) 440,339 D  
Class A Common Stock 05/19/2015   S (5)   15,000 D $ 81.26 425,339 D  
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
Restricted Stock Unit (RSU) (Class B) (6) 05/15/2015   M     117,950   (7) 05/19/2020 Class B Common Stock (8) 117,950 $ 0 0 D  
Class B Common Stock (8) (8) 05/15/2015   M   117,950     (8)   (8) Class A Common Stock 117,950 $ 0 117,950 D  
Class B Common Stock (8) (8) 05/15/2015   C     117,950 (9)   (8)   (8) Class A Common Stock 117,950 $ 0 0 D  
Restricted Stock Unit (RSU) (Class B) (6) 05/15/2015   M     18,789   (10) 05/02/2022 Class B Common Stock (8) 18,789 $ 0 263,045 D  
Class B Common Stock (8) (8) 05/15/2015   M   18,789     (8)   (8) Class A Common Stock 18,789 $ 0 18,789 D  
Class B Common Stock (8) (8) 05/15/2015   C     18,789 (9)   (8)   (8) Class A Common Stock 18,789 $ 0 0 D  
Restricted Stock Units (RSU) (Class A) (11) 05/15/2015   M     15,034   (12) 05/05/2023 Class A Common Stock 15,034 $ 0 210,482 D  
Explanation of Responses:
1. Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock in connection with the settlement of the Restricted Stock Units ("RSUs") listed in Table II.
2. Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person.
3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.1881 to $81.17 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (3).
4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.18 to $81.42 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (4).
5. The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
6. Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.
7. The RSUs were granted with both (a) a liquidity event-based vesting condition and (b) a service-based vesting condition, both of which conditions must be satisfied in order for the RSUs to vest. The liquidity event-based vesting condition was satisfied on November 17, 2012. The service-based vesting condition was satisfied as to 1/5th of the total number of shares on May 15, 2011 and then 1/20th of the total number of shares vest quarterly thereafter, subject to continued service through each vesting date.
8. 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.
9. The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.
10. The RSUs vest as to 1/16th of the total shares quarterly, beginning on February 15, 2015, subject to continued service through each vesting date.
11. Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.
12. The RSUs vest as to 1/16th of the total shares quarterly, beginning on November 15, 2014, subject to continued service through each vesting date.
/s/ Michael Johnson as attorney-in-fact for David Fischer 05/19/2015
** 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.
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 Number.

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