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Form 4 Facebook Inc For: May 17 Filed by: THIEL PETER

May 21, 2019 9:32 PM
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 *
THIEL PETER
(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)
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)
Code V Amount (A) or (D) Price
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
Class B Common Stock (1) (1) 05/17/2019 J (2) 24,791 (1) (1) Class A Common Stock 24,791 $ 69.35 (3) 16,840 I By The Founders Fund IV, LP (4)
Class B Common Stock (1) (1) 05/17/2019 J (5) 7,958 (1) (1) Class A Common Stock 7,958 $ 69.35 (3) 5,406 I By The Founders Fund IV Principals Fund, LP (6)
Explanation of Responses:
1. 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.
2. These shares were initially reported on a Form 4 dated July 23, 2014 as having been acquired 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, 24,791 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. In addition, 16,840 shares of Class B Common Stock that were held in escrow were released to the holder on May 17, 2019.
3. The value of these shares was established in the Merger Agreement.
4. The reporting person is one of the Managers of The Founders Fund IV Management, LLC ("FF IV Management"), which is the General Partner of The Founders Fund IV, LP ("FF IV"), although he disclaims voting and investment power over the securities held by FF IV. The reporting person otherwise 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.
5. These shares were initially reported on a Form 4 dated July 23, 2014 as having been acquired 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, 7,958 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. In addition, 5,406 shares of Class B Common Stock that were held in escrow were released to the holder on May 17, 2019.
6. The reporting person is one of the Managers of FF IV Management, which is the General Partner of The Founders Fund IV Principals Fund, LP ("FFIVPF"), although he disclaims voting and investment power over the securities held by FFIVPF. The reporting person otherwise 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.
/s/ Michael Johnson as attorney-in-fact for Peter Thiel 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).
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