Sec Form 4 Filing - THIEL PETER @ Facebook Inc - 2014-08-27

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

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) 08/27/2014 (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 08/27/2014 S( 1 ) 29,654 D $ 74.828 0 I By Lembas, LLC ( 2 ) Class A Common Stock 08/27/2014 S( 1 ) 293,096 ( 3 ) D $ 74.8204 ( 4 ) 0 I By PT Ventures, LLC ( 5 ) Class A Common Stock 08/27/2014 S( 1 ) 20,568 ( 6 ) D $ 74.8318 ( 7 ) 0 I By Thiel Capital LLC ( 8 ) Class A Common Stock 08/27/2014 S( 1 ) 37,242 ( 9 ) D $ 74.8172 ( 10 ) 0 D Class A Common Stock 2,144,066 I By Rivendell One LLC ( 11 )

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

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/ David Kling as attorney-in-fact for Peter A. Thiel 08/29/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. ( 2 )The reporting person is the Manager 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. ( 3 )Of the 293,096 shares sold, 70,509 shares were received by PT Ventures, LLC ("PTV") from The Founders Fund, LP following a pro rata distribution to its partners, without consideration, exempt from Section 16 pursuant to Rule 16a-13 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). ( 4 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.7967 to $74.8279 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 (4). ( 5 )The reporting person is the Manager of PTV, and has sole voting and investment power over the securities held by PTV. 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. ( 6 )Of the 20,568 shares sold, 16,989 shares were received by Thiel Capital LLC ("TC") from The Founders Fund Management, LLC and 3,579 shares were received by TC from The Founders Fund II Management, LLC following pro rata distributions by those entities to their members, without consideration, exempt from Section 16 pursuant to Rule 16a-13 under the Exchange Act. ( 7 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.803 to $74.8379 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 )The reporting person is the Manager of TC, and has sole voting and investment power over the securities held by TC. ( 9 )Of the 37,242 shares sold, 17,541 shares were received by the reporting person from The Founders Fund II, LP and 15,956 shares were received by the reporting person from The Founders Fund II Principals Fund, LP following pro rata distributions by those entities to their partners, without consideration, exempt from Section 16 pursuant to Rule 16a-13 under the Exchange Act. ( 10 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.7967 to $74.9772 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 reporting person is the beneficial owner of Rivendell One LLC ("Rivendell"), and has sole voting and investment power over the securities held by Rivendell.

Remarks: As a result of pro rata distributions to their partners or members without consideration, which distributions are exempt from Section 16 pursuant to Rule 16a-13 under the Securities Exchange Act of 1934, as amended, none of The Founders Fund Management, LLC, The Founders Fund, LP, The Founders Fund II Management, LLC, The Founders Fund II, LP, The Founders Fund II Principals Fund, LP or The Founders Fund II Entrepreneurs Fund, LP, holds any shares of the issuer's securities as of the date hereof.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.