Sec Form 4 Filing - THIEL PETER @ Facebook Inc - 2012-05-22

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 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 THIEL PETER 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 (MM/DD/YY) 05/22/2012 (Street) MENLO PARK, CA94025 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 05/22/2012 C 32,875,670 A $ 0 32,875,670 I By Rivendell One LLC ( 1 ) Class A Common Stock 05/22/2012 S 14,293,769 D $ 37.58 18,581,901 I By Rivendell One LLC ( 1 ) Class A Common Stock 05/22/2012 C 2,550,546 A $ 0 2,550,546 I By The Founders Fund, LP ( 2 ) Class A Common Stock 05/22/2012 S 2,550,546 D $ 37.58 0 I By The Founders Fund, LP ( 2 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) (Ins tr. 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 Series A Convertible Preferred Stock ( 3 ) ( 3 ) 05/22/2012 C 32,875,670 ( 3 ) ( 3 ) Class B Common Stock ( 4 ) 32,875,670 $ 0 0 I By Rivendell One LLC ( 1 ) Class B Common Stock ( 4 ) ( 4 ) 05/22/2012 C 32,875,670 ( 4 ) ( 4 ) Class A Common Stock 32,875,670 $ 0 32,875,670 I By Rivendell One LLC ( 1 ) Class B Common Stock ( 4 ) ( 4 ) 05/22/2012 C 32,875,670 ( 4 ) ( 4 ) Class A Common Stock ( 5 ) 32,875,670 $ 0 0 I By Rivendell One LLC ( 1 ) Series C Convertible Preferred Stock ( 6 ) ( 6 ) 05/22/2012 C 5,837,600 ( 6 ) ( 6 ) Class B Common Stock ( 4 ) 5,866,256 $ 0 0 I By The Founders Fund, LP ( 2 ) Class B Common Stock ( 4 ) ( 4 ) 05/22/2012 C 5,866,256 ( 4 ) ( 4 ) Class A Common Stock 5,866,256 $ 0 5,978,140 I By The Founders Fund, LP ( 2 ) Class B Common Stock ( 4 ) ( 4 ) 05/22/2012 C 2,550,546 ( 4 ) ( 4 ) Class A Common Stock ( 7 ) 2,550,546 $ 0 3,427,594 I By The Founders Fund, LP ( 2 ) Class B Common Stock ( 4 ) ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 740,960 740,960 I By The Founders Fund II, LP ( 8 ) Class B Common Stock ( 4 ) ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 36,640 36,640 I By The Founders Fund II Principals Fund, LP ( 9 ) Class B Common Stock ( 4 ) ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 22,400 22,400 I By The Founders Fund II Entrepreneurs Fund, LP ( 10 ) Class B Common Stock ( 4 ) ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 5,070,290 5,070,290 I By Lembas, LLC ( 11 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other THIEL PETER C/O FACEBOOK, INC. 1601 WILLOW ROAD MENLO PARK, CA94025 X Signatures /s/ Michael Johnson as attorney-in-fact for Peter A. Thiel 05/22/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person is the beneficial owner of Rivendell One LLC ("Rivendell"), and has sole voting and investment power over the securities held by Rivendell. ( 2 )The reporting person is one of the Managers of The Founder's Fund Management, LLC, which is the General Partner of The Founders Fund, LP ("FF"), and may be deemed to share voting and investment power over the securities held by FF. 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. ( 3 )Each share of the issuer's Series A Convertible Preferred Stock automatically converted into 1 share of the issuer's Class B Common Stock on May 22, 2012 in connection with the closing of the issuer's sale of its Class A Common Stock in its firm commitment initial public offering pursuant to a registration statement on Form S-1 (File No. 333-179287) under the Securities Act of 1933, as amended, and had no expiration date. ( 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 )Each share of the issuer's Series C Convertible Preferred Stock automatically converted into 1.004909 shares of the issuer's Class B Common Stock on May 22, 2012 in connection with the closing of the issuer's sale of its Class A Common Stock in its firm commitment initial public offering pursuant to a registration statement on Form S-1 (File No. 333-179287) under the Securities Act of 1933, as amended, and had no expiration date. ( 7 )The shares of Class B Common Stock automatically converted into Class A Common Stock on a 1-for-1 basis in connection with the transfer of such shares. ( 8 )The reporting person is one of the Managing Members of The Founder's Fund II Management, LLC ("FF II Management"), which is the General Partner of The Founders Fund II, LP ("FF II"), and may be deemed to share voting and investment power over the securities held by FF II. 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. ( 9 )The reporting person is one of the Managing Members of FF II Management, which is the General Partner of The Founders Fund II Principals Fund, LP ("FFPF"), and may be deemed to share voting and investment power over the securities held by FFPF. 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 reporting person is one of the Managing Members of FF II Management, which is the General Partner of The Founders Fund II Entrepreneurs Fund, LP ("FFEF"), and may be deemed to share voting and investment power over the securities held by FFEF. 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. ( 11 )The reporting person is the Manager and a Member of Lembas, LLC ("Lembas"), and has sole voting and investment power over the securities held by Lembas. 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.

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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