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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1. Name and Address of Reporting Person * Zuckerberg Mark   2. Issuer Name and Ticker or Trading Symbol Facebook Inc [FB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) COB and CEO (Last) (First) (Middle) C/O FACEBOOK, INC., 1601 WILLOW ROAD 3. Date of Earliest Transaction (Month/Day/Year) 12/18/2012 (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) Code V Amount (A) or (D) Price Class A Common Stock 12/18/2012   C(1)   18,000,000 (1) A $ 0 18,000,116 I By Mark Zuckerberg, Trustee of The Mark Zuckerberg Trust dated July 7, 2006 (2) Class A Common Stock 12/18/2012   G V 18,000,000 (3) D $ 0 116 I By Mark Zuckerberg, Trustee of The Mark Zuckerberg Trust dated July 7, 2006 (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Common Stock (4)

(4)

12/18/2012

C

18,000,000

(4)

(4)

Class A Common Stock (5)

18,000,000

$ 0

391,788,289 (6)

I

By Mark Zuckerberg, Trustee of The Mark Zuckerberg Trust dated July 7, 2006 (2)

Class B Common Stock (4)

(4)

(4)

(4)

Class A Common Stock

3,380,796 (7)

3,380,796 (7)

I

By Mark Zuckerberg, Trustee of The Mark Zuckerberg 2008 Annuity Trust dated March 13, 2008 (8)

Class B Common Stock (4)

(4)

(4)

(4)

Class A Common Stock

3

3

I

By Mark Zuckerberg, Trustee of the Openess Trust, dated April 12, 2012 (9)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Zuckerberg Mark C/O FACEBOOK, INC. 1601 WILLOW ROAD MENLO PARK, CA 94025	X	X	COB and CEO

Signatures

/s/ Michael Johnson as attorney-in-fact for Mark Zuckerberg		12/18/2012
**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 the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock at the election of the holder.
(2)	Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg Trust dated July 7, 2006.
(3)	Represents shares of Class A Common Stock that Mark Zuckerberg donated as a gift to Silicon Valley Community Foundation ("SVCF"). Mr. Zuckerberg does not exercise voting or investment control, directly or indirectly, over SVCF or any of its affiliates, or over the donated shares following this transfer.
(4)	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.
(5)	The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.
(6)	Includes 36,027 shares distributed by The Mark Zuckerberg 2008 Annuity Trust dated March 13, 2008.
(7)	Excludes 36,027 shares contributed to The Mark Zuckerberg Trust dated July 7, 2006.
(8)	Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2008 Annuity Trust dated March 13, 2008.
(9)	Shares held of record by Mark Zuckerberg, Trustee of the Openess Trust dated April 12, 2012.

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