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Form 4 Facebook Inc For: Oct 29 Filed by: Andreessen Marc L

October 31, 2014 9:32 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
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
 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 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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/29/2014
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)
Code V Amount (A) or (D) Price
Class A Common Stock 10/29/2014   J (1) V 504,538 D $ 0 504,538 I By Andreessen Horowitz Fund III, L.P., As Nominee (2)
Class A Common Stock 10/29/2014   J (1) V 4,979 A $ 0 4,979 I By AH Equity Partners III, L.L.C. (3)
Class A Common Stock 10/29/2014   J (1) V 2,488 A $ 0 1,627,612 I By The Andreessen 1996 Living Trust (4)
Class A Common Stock 10/29/2014   J (5) V 349,179 D $ 0 349,176 I By AH Parallel Fund III, L.P., As Nominee (6)
Class A Common Stock 10/29/2014   J (5) V 3,435 A $ 0 3,435 I By AH Equity Partners III (Parallel), L.L.C. (7)
Class A Common Stock 10/29/2014   J (5) V 1,722 A $ 0 1,629,334 I By The Andreessen 1996 Living Trust (4)
Class A Common Stock 10/29/2014   J (8) V 4,979 D $ 0 0 I By AH Equity Partners III, L.L.C. (3)
Class A Common Stock 10/29/2014   J (8) V 1,088 A $ 0 1,630,422 I By The Andreessen 1996 Living Trust (4)
Class A Common Stock 10/29/2014   J (8) V 98 A $ 0 283 I By AH Capital Management, L.L.C. (9)
Class A Common Stock 10/29/2014   J (10) V 3,435 D $ 0 0 I By AH Equity Partners III (Parallel), L.L.C. (7)
Class A Common Stock 10/29/2014   J (10) V 751 A $ 0 1,631,173 I By The Andreessen 1996 Living Trust (4)
Class A Common Stock 10/29/2014   J (10) V 68 A $ 0 351 I By AH Capital Management, L.L.C. (9)
Class A Common Stock 10/29/2014   J (11) V 71 D $ 0 280 I By AH Capital Management, L.L.C. (9)
Class A Common Stock               34,765 I By The Andreessen 1996 Charitable Remainder Unitrust (12)
Class A Common Stock               7,742 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
Explanation of Responses:
1. The shares reported on this form represent pro rata distributions, and not a purchase or sale, of securities by Andreessen Horowitz Fund III, L.P., as nominee ("AH Fund III"), to the general and limited partners or members and assignees of the funds for which it acts as nominee without consideration.
2. 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 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.
3. The reporting person is one of the Managing Members of AHEP III, and may be deemed to share voting and investment power over the securities held by AHEP III. The reporting person disclaims beneficial ownership over such securities except to the extent of his 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.
4. The reporting person and JP Morgan Chase Bank, N.A. (successor-in-interest to J.P. Morgan Trust Company, N.A.) are the Trustees of The Andreessen 1996 Living Trust.
5. The shares reported on this form represent pro rata distributions, and not a purchase or sale, of securities by AH Parallel Fund III, L.P., as nominee ("AHPF III"), to the general and limited partners or members and assignees of the funds for which it acts as nominee without consideration.
6. 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 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.
7. The reporting person is one of the Managing Members of AHEP III (Parallel), and may be deemed to share voting and investment power over the securities held by AHEP III (Parallel). The reporting person disclaims beneficial ownership over such securities except to the extent of his 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. The shares reported on this form represent pro rata distributions, and not a purchase or sale, of securities by AHEP III to its members and assignees without consideration.
9. The reporting person is one of the Managing Members of AH Capital Management, L.L.C. ("AHCM"), and may be deemed to share voting and investment power over the securities held by AHCM. The reporting person disclaims beneficial ownership over such securities except to the extent of his 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. The shares reported on this form represent pro rata distributions, and not a purchase or sale, of securities by AHEP III (Parallel) to its members and assignees without consideration.
11. The shares reported on this form represent pro rata distributions, and not a purchase or sale, of securities by AHCM to its members and assignees without consideration.
12. The reporting person and JP Morgan Chase Bank, N.A. (successor-in-interest to J.P. Morgan Trust Company, N.A.) are the trustees of The Andreessen 1996 Charitable Remainder Unitrust. 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.
/s/ Michael Johnson as attorney-in-fact for Marc L. Andreessen 10/31/2014
** 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).
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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