Sec Form 4 Filing - BREYER JAMES @ Facebook Inc - 2013-02-01

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 BREYER JAMES 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 ACCEL PARTNERS, 428 UNIVERSITY AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 02/01/2013 (Street) PALO ALTO, CA94301 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 02/01/2013 J( 1 ) 101,722 D $ 0 0 I By Accel Meritech Associates III L.L.C. ( 2 ) Class A Common Stock 02/01/2013 J( 1 ) 56,518 D $ 0 0 I By Accel Meritech Investors III L.L.C. ( 3 ) Class A Common Stock 02/01/2013 J( 1 ) 20,425 A $ 0 10,984,169 I By James W. Breyer as Trustee of the James W. Breyer 2005 Trust dated March 25, 2005 ( 4 ) Class A Common Stock 02/01/2013 S( 5 ) 1,007,957 D $ 30.1568 ( 6 ) 9,976,212 I By James W. Breyer as Trustee of the James W. Breyer 2005 Trust dated March 25, 2005 ( 4 ) Class A Common Stock 02/01/2013 S( 5 ) 95,726 D $ 30.8304 ( 7 ) 9,880,486 I By James W. Breyer as Trustee of the James W. Breyer 2005 Trust dated March 25, 2005 ( 4 ) Class A Common Stock 02/01/2013 S( 5 ) 82,165 D $ 30.1568 ( 6 ) 622,098 I By James W. Breyer as Trustee of the James W. Breyer 2011 Annuit y Trust 1, dated March 10, 2011 ( 8 ) Class A Common Stock 02/01/2013 S( 5 ) 7,801 D $ 30.8303 ( 7 ) 614,297 I By James W. Breyer as Trustee of the James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011 ( 8 ) Class A Common Stock 02/04/2013 S( 5 ) 1,275,820 D $ 28.6 ( 9 ) 8,604,666 I By James W. Breyer as Trustee of the James W. Breyer 2005 Trust dated March 25, 2005 ( 4 ) Class A Common Stock 02/04/2013 S( 5 ) 52,309 D $ 29.11 ( 10 ) 8,552,357 I By James W. Breyer as Trustee of the James W. Breyer 2005 Trust dated March 25, 2005 ( 4 )

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 ( 11 ) ( 11 ) ( 11 ) ( 11 ) Class A Common 139,144 139,144 I By James W. Breyer as Trustee of the James W. Breyer 2005 Trust dated March 25, 2005 ( 4 ) Class B Common Stock ( 11 ) ( 11 ) ( 11 ) ( 11 ) Class A Common 15,461 15,461 I By James W. Breyer as Trustee of the James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011 ( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BREYER JAMES C/O ACCEL PARTNERS 428 UNIVERSITY AVENUE PALO ALTO, CA94301 X Signatures /s/ Michael Johnson as attorney-in-fact for James W. Breyer 02/05/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Transactions reported on this form represent pro rata distributions, and not a purchase or sale, of securities by Accel Meritech Associates III L.L.C. ("AMA III") and Accel Meritech Investors III L.L.C. ("AMI III") to their respective members without consideration. ( 2 )The reporting person is one of the Managing Members of AMA III, and may be deemed to share voting and investment power over the securities held by AMA III. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and 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 )The reporting person is one of the Managing Members of AMI III, and may be deemed to share voting and investment power over the securities held by AMI III. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and 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. ( 4 )Shares held of record by James W. Breyer as Trustee of the James W. Breyer 2005 Trust dated March 25, 2005. ( 5 )The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. ( 6 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.64 to $30.63 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 (6). ( 7 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.64 to $31.00 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 (7). ( 8 )Shares held of record by James W. Breyer as Trustee of the James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011. ( 9 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.07 to $29.0611 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). ( 10 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.07 to $29.16 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) ( 11 )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.

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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