Sec Form 4 Filing - Koum Jan @ Facebook Inc - 2018-05-14

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 Koum Jan 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) 05/14/2018 (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 05/08/2018 J( 1 ) V 1,319,927 D $ 0 922,953 I By Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust IX U/A/D 4/13/2016 ( 2 ) Class A Common Stock 05/08/2018 J( 1 ) V 1,319,927 A $ 0 5,568,266 I By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 ( 3 ) Class A Common Stock 05/08/2018 J( 4 ) V 922,953 D $ 0 0 I By Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust IX U/A/D 4/13/2016 ( 2 ) Class A Common Stock 05/08/2018 J( 4 ) V 922,953 A $ 0 922,953 I By BNY Mellon Trust of Delaware, Trustee of The Jan Koum Family Trust III U/A/D 4/13/2016 ( 5 ) Class A Common Stock 05/14/2018 S( 6 ) 8,495 D $ 186.8782 ( 7 ) 5,260,792 I By BNY Mellon Trust of Delaware, Trustee of The Jan Koum Family Trust II U/A/D 2/4/2015 ( 8 ) Class A Common Stock 05/14/2018 S( 6 ) 2,200 D $ 187.537 ( 9 ) 5,258,592 I By BNY Mellon Trust of Delaware, Trustee of The Jan Koum Family Trust II U/A/D 2/4/2015 ( 8 ) Class A Common Stock 05/15/2018 M 2,485,346 A $ 0 8,053,612 I By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 ( 3 ) Class A Common Stock 05/15/2018 F 1,232,235 ( 10 ) D $ 186.64 6,821,377 I By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 ( 3 ) Class A Common Stock 05/16/2018 S( 6 ) 1,076,220 D $ 183.3397 ( 11 ) 5,745,157 I By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 ( 3 ) Class A Common Stock 05/16/2018 S( 6 ) 176,891 D $ 183.9029 ( 12 ) 5,568,266 I By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 ( 3 )

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 Restricted Stock Units (RSU) (Class A) ( 13 ) 05/15/2018 M 2,485,346 ( 14 ) 11/16/2024 Class A Common Stock 2,485,346 $ 0 4,556,470 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Koum Jan C/O FACEBOOK, INC. 1601 WILLOW ROAD MENLO PARK, CA94025 X Signatures /s/ Michael Johnson as attorney-in-fact for Jan Koum 05/16/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a transfer of shares from Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust IX U/A/D 4/13/2016 to Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004. The reporting person remains the beneficial owner of all of the shares after the transfer. ( 2 )Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust IX U/A/D 4/13/2016. ( 3 )Shares held of record by Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004. ( 4 )Represents a transfer of shares from Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust IX U/A/D 4/13/2016 to BNY Mellon Trust of Delaware, Trustee of The Jan Koum Family Trust III U/A/D 4/13/2016. ( 5 )Shares held of record by BNY Mellon Trust of Delaware, Trustee of The Jan Koum Family Trust III U/A/D 4/13/2016. The reporting person exercises voting and dispositive powers over these shares, but has no pecuniary interest in these shares. ( 6 )The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the holder. ( 7 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $186.32 to $187.31 per share, inclusive. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 8 )Shares held of record by BNY Mellon Trust of Delaware, Trustee of The Jan Koum Family Trust II U/A/D 2/4/2015. The reporting person exercises voting and dispositive powers over these shares, but has no pecuniary interest in these shares. ( 9 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $187.36 to $187.74 per share, inclusive. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 10 )Represents the number of shares of Class A 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 Restricted Stock Units ("RSUs") listed in Table II and does not represent a sale by the reporting person. ( 11 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $182.79 to $183.78 per share, inclusive. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 12 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $183.79 to $184.30 per share, inclusive. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 13 )Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement. ( 14 )The RSUs vest as to (a) 13/60th of the total shares on November 15, 2015, (b) 1/20th of the total shares each quarter thereafter through November 15, 2017, (c) 2/20th of the total shares on each of February 15, 2018, May 15, 2018 and August 15, 2018 and (d) the final 5/60th of the total shares on November 15, 2018; provided, however, that in the event of the reporting person's termination of employment with the issuer under certain circumstances, all of the reporting person's then unvested RSUs shall vest as of the date of such termination of employment.

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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