Sec Form 4 Filing - Sandberg Sheryl @ Facebook Inc - 2012-10-31

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 Sandberg Sheryl 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 X __ Officer (give title below) _____ Other (specify below) Chief Operating Officer (Last) (First) (Middle) C/O FACEBOOK, INC., 1601 WILLOW ROAD 3. Date of Earliest Transaction (MM/DD/YY) 10/31/2012 (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 10/31/2012 C 7,780 ( 1 ) A $ 0 7,780 I By Sheryl K. Sandberg, Trustee of the Sandberg-Goldberg Family Trust dated September 3, 2004 ( 2 ) Class A Common Stock 10/31/2012 C 1,892,206 ( 1 ) A $ 0 1,892,206 I By Sheryl K. Sandberg, Trustee of the Sheryl K. Sandberg 2008 Annuity Trust dated April 15, 2008 ( 3 ) Class A Common Stock 10/31/2012 S( 4 ) 13,392 D $ 20.79 1,878,814 I By Sheryl K. Sandberg, Trustee of the Sheryl K. Sandberg 2008 Annuity Trust dated April 15, 2008 ( 3 ) Class A Common Stock 10/31/2012 S( 4 ) 339,512 D $ 21.0958 ( 5 ) 17,754,873 D Class A Common Stock 11/01/2012 C 372,653 ( 6 ) A $ 0 18,127,526 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 (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) (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 ( 7 ) ( 7 ) 10/31/2012 C 7,780 ( 8 ) ( 7 ) ( 7 ) Class A Common Stock ( 8 ) 7,780 $ 0 0 I By Sheryl K. Sandberg, Trustee of the Sandberg-Goldberg Family Trust dated September 3, 2004 ( 2 ) Class B Common Stock ( 7 ) ( 7 ) 10/31/2012 C 1,892,206 ( 8 ) ( 7 ) ( 7 ) Class A Common Stock ( 8 ) 1,892,206 $ 0 0 I By Sheryl K. Sandberg, Trustee of the Sheryl K. Sandberg 2008 Annuity Trust dated April 15, 2008 ( 3 ) Restricted Stock Units (RSU) ( 9 ) 11/01/2012 M 698,900 ( 10 ) 07/31/2018 Class B Common Stock ( 7 ) 698,900 $ 0 3,494,520 D Class B Common Stock ( 7 ) ( 7 ) 11/01/2012 M 698,900 ( 7 ) ( 7 ) Class A Common Stock 698,900 $ 0 698,900 D Class B Common Stock ( 7 ) ( 7 ) 11/01/2012 F 326,247 ( 11 ) ( 7 ) ( 7 ) Class A Common Stock 326,247 $ 0 372,653 D Class B Common Stock ( 7 ) ( 7 ) 11/01/2012 C 372,653 ( 12 ) ( 7 ) ( 7 ) Class A Common Stock 372,653 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sandberg Sheryl C/O FACEBOOK, INC. 1601 WILLOW ROAD MENLO PARK, CA94025 X Chief Operating Officer Signatures /s/ Michael Johnson as attorney-in-fact for Sheryl K. Sandberg 11/02/2012 Signature of Reporting Person Date

Explanation of Responses:

( 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 Sheryl K. Sandberg, Trustee of the Sandberg-Goldberg Family Trust dated September 3, 2004. ( 3 )Shares held of record by Sheryl K. Sandberg, Trustee of the Sheryl K. Sandberg 2008 Annuity Trust dated April 15, 2008. ( 4 )The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the holder on July 31, 2012. ( 5 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.74 to $21.31 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 (5). ( 6 )Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock in connection with the net settlement of restricted stock units (the "RSUs") listed in Table II, based on a price of $21.115 per share, which represented the closing price of the issuer's Clas s A Common Stock on October 31, 2012. ( 7 )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. ( 8 )The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis. ( 9 )Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement. ( 10 )The RSUs were granted with both (a) a liquidity event-based vesting condition and (b) a service-based vesting condition, both of which conditions must be satisfied in order for the RSUs to vest. The service-based vesting condition was satisfied as to 89% of the total shares underlying the RSUs on October 1, 2012, and then 1.833% of the total number of remaining shares vest monthly thereafter, subject to continued service through each vesting date. The liquidity event-based vesting condition is satisfied six months after the issuer's initial public offering, which was declared effective on May 17, 2012. Under settlement procedures applicable to the RSUs, the issuer is permitted to deliver the underlying shares within 30 days before or after the date on which the liquidity event-based condition is satisfied. ( 11 )Represents shares of Class B Common Stock that have been withheld by the issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the RSUs, and does not represent a sale by the reporting person. ( 12 )Represents shares of Class B Common Stock that have been converted to Class A Common Stock in connection with the net settlement of the RSUs.

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).

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