Sec Form 4 Filing - Andreessen Marc L @ Facebook Inc - 2019-05-17

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 Andreessen Marc L 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 ANDREESSEN HOROWITZ, 2865 SAND HILL RD., STE. 101 3. Date of Earliest Transaction (MM/DD/YY) 05/17/2019 (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 05/17/2019 C( 1 )( 2 ) 90,705 A $ 0 194,640 I By Andreessen Horowitz Fund III, L.P., as Nominee ( 3 ) Class A Common Stock 05/17/2019 C( 2 )( 4 ) 62,774 A $ 0 62,774 I By AH Parallel Fund III, L.P., as Nominee ( 5 ) Class A Common Stock 181,029 I By the LAMA Community Trust ( 6 )

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 ) 05/17/2019 J( 1 ) 133,534 ( 7 ) ( 7 ) Class A Common Stock 133,534 $ 69.35 ( 8 ) 90,705 I By Andreessen Horowitz Fund III, L.P., as Nominee ( 3 ) Class B Common Stock ( 7 ) ( 7 ) 05/17/2019 C( 1 )( 2 ) 90,705 ( 7 ) ( 7 ) Class A Common Stock 90,705 $ 0 0 I By Andreessen Horowitz Fund III, L.P., as Nominee ( 3 ) Class B Common Stock ( 7 ) ( 7 ) 05/17/2019 J( 4 ) 92,416 ( 7 ) ( 7 ) Class A Common Stock 92,416 $ 69.35 ( 8 ) 62,774 I By AH Parallel Fund III, L.P., as Nominee ( 5 ) Class B Common Stock ( 7 ) ( 7 ) 05/17/2019 C( 2 )( 4 ) 62,774 ( 7 ) ( 7 ) Class A Common Stock 62,774 $ 0 0 I By AH Parallel Fund III, L.P., as Nominee ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Andreessen Marc L C/O ANDREESSEN HOROWITZ 2865 SAND HILL RD., STE. 101 MENLO PARK, CA94025 X Signatures /s/ Michael Johnson as attorney-in-fact for Marc L. Andreessen 05/21/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )224,239 shares of Class B Common Stock were initially reported on a Form 4 filed with the Securities and Exchange Commission ("SEC") on July 23, 2014 as having been acquired by the holder in connection with the issuer's acquisition of Oculus VR, Inc. ("Oculus"). The shares were held in escrow to secure the Oculus stockholders' obligations to indemnify the issuer for certain matters set forth in the amended and restated merger agreement dated April 21, 2014 (the "Merger Agreement"). Pursuant to these indemnity obligations, on May 17, 2019, 133,534 of these shares were forfeited and are being returned to the issuer for no consideration. Following this forfeiture, neither the reporting person nor the holder owns such forfeited shares or has voting or investment power over, or a pecuniary interest in, the forfeited shares. The remaining 90,705 shares were released to the holder on May 17, 2019. ( 2 )The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis pursuant to an irrevocable commitment to convert such shares that was delivered previously to the issuer. ( 3 )The reporting person is one of the Managing Members of AH Equity Partners III, L.L.C. ("AHEP III"), which is the General Partner of Andreessen Horowitz Fund III, L.P., as nominee ("AH Fund III"), and may be deemed to share voting and investment power over the securities held by AH Fund 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 )155,190 shares of Class B Common Stock were initially reported on a Form 4 filed with the SEC on July 23, 2014 as having been acquired by the holder in connection with the issuer's acquisition of Oculus. The shares were held in escrow to secure the Oculus stockholders' obligations to indemnify the issuer for certain matters set forth in the Merger Agreement. Pursuant to these indemnity obligations, on May 17, 2019, 92,416 of these shares were forfeited and are being returned to the issuer for no consideration. Following this forfeiture, neither the reporting person nor the holder owns such forfeited shares or has voting or investment power over, or a pecuniary interest in, the forfeited shares. The remaining 62,774 shares were released to the holder on May 17, 2019. ( 5 )The reporting person is one of the Managing Members of AH Equity Partners III (Parallel), L.L.C. ("AHEP III (Parallel)"), which is the General Partner of AH Parallel Fund III, L.P., as nominee ("AHPF III"), and may be deemed to share voting and investment power over the securities held by AHPF 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. ( 6 )The reporting person and his spouse are the trustees of the LAMA Community Trust. ( 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 value of these shares was established in the Merger Agreement.

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