Edgar Filing: Facebook Inc

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Koum Jan

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)

(Last)

(First)

(Middle)

C/O FACEBOOK, INC., 1601 WILLOW ROAD

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2015

(Street)

MENLO PARK, CA 94025

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	11/06/2015		G⁽¹⁾	V	1,289,201	D	$ 0	2,528,672	I	By Jan Koum, Trustee of The Jan Koum Trust III U/A/D 10/9/2014 ⁽²⁾
Class A Common Stock	11/06/2015		G⁽¹⁾	V	1,289,201	A	$ 0	55,602,939	I	By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 ⁽³⁾
Class A Common Stock	11/06/2015		G⁽⁴⁾	V	3,500,000	D	$ 0	52,102,939	I	By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 ⁽³⁾
Class A Common Stock	11/06/2015		G⁽⁴⁾	V	3,500,000	A	$ 0	3,500,000	I	By Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VII U/A/D 10/20/2015 ⁽⁵⁾
Class A Common Stock	11/06/2015		G⁽⁶⁾	V	1,200,000	D	$ 0	50,902,939	I	By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 ⁽³⁾
Class A Common Stock	11/09/2015		G⁽⁶⁾	V	600,000	D	$ 0	50,302,939	I	By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 ⁽³⁾
Class A Common Stock	11/15/2015		M		5,384,918	A	$ 0	5,384,918	D
Class A Common Stock	11/16/2015		S		768,473 ⁽⁷⁾	D	$ 101.1747 ⁽⁸⁾	4,616,445	D
Class A Common Stock	11/16/2015		S		1,223,728 ⁽⁷⁾	D	$ 101.8966 ⁽⁹⁾	3,392,717	D
Class A Common Stock	11/16/2015		S		697,363 ⁽⁷⁾	D	$ 102.8574 ⁽¹⁰⁾	2,695,354	D
Class A Common Stock	11/16/2015		S		118,958 ⁽⁷⁾	D	$ 103.7267 ⁽¹¹⁾	2,576,396	D
Class A Common Stock								3,442,873	I	By Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust IV U/A/D 2/4/2015 ⁽¹²⁾
Class A Common Stock								3,500,000	I	By Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust V U/A/D 4/29/2015 ⁽¹³⁾
Class A Common Stock								3,500,000	I	By Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VI U/A/D 8/5/2015 ⁽¹⁴⁾
Class A Common Stock								141,489	I	By Jan Koum, Trustee of The Jan Koum Trust I U/A/D 4/29/2014 ⁽¹⁵⁾
Class A Common Stock								141,489	I	By Jan Koum, Trustee of The Jan Koum Trust II U/A/D 8/5/2014 ⁽¹⁶⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units (RSU) (Class A)

⁽¹⁷⁾

11/15/2015

5,384,918

⁽¹⁸⁾

11/16/2024

Class A Common Stock

5,384,918

$ 0

19,468,550

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Koum Jan C/O FACEBOOK, INC. 1601 WILLOW ROAD MENLO PARK, CA 94025	X

Signatures

/s/ Michael Johnson as attorney-in-fact for Jan Koum		11/17/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents a transfer of shares from Jan Koum, Trustee of The Jan Koum Trust III U/A/D 10/9/2014 to Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004.
(2)	Shares held of record by Jan Koum, Trustee of The Jan Koum Trust III U/A/D 10/9/2014.
(3)	Shares held of record by Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004.
(4)	On November 6, 2015, Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 contributed 3,500,000 shares of Class A common stock to Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VII U/A/D 10/20/2015, a grantor retained annuity trust for the benefit of the reporting holder.
(5)	Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VII U/A/D 10/20/2015.
(6)	Represents shares of Class A Common Stock that were donated as a gift. The reporting person does not exercise voting or investment control, directly or indirectly, over the donated shares following this transfer.
(7)	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 award agreements 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.
(8)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.48 to $101.475 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.
(9)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $101.48 to $102.475 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.
(10)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.48 to $103.47 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.
(11)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $103.48 to $104.04 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.
(12)	Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust IV U/A/D 2/4/2015.
(13)	Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust V U/A/D 4/29/2015.
(14)	Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VI U/A/D 8/5/2015.
(15)	Shares held of record by Jan Koum, Trustee of The Jan Koum Trust I U/A/D 4/29/2014.
(16)	Shares held of record by Jan Koum, Trustee of The Jan Koum Trust II U/A/D 8/5/2014.
(17)	Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.
(18)	The RSUs vest as to (a) 13/60th of the total shares on November 15, 2015, (b) 1/20th of the total shares each quarter thereafter through November 15, 2017, (c) 2/20th of the total shares on each of February 15, 2018, May 15, 2018 and August 15, 2018 and (d) the final 5/60th of the total shares on November 15, 2018; provided, however, that in the event of the reporting person's termination of employment with the issuer under certain circumstances, all of the reporting person's then unvested RSUs shall vest as of the date of such termination of employment.

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