Sec Form 3 Filing - Rothschild Jeffrey @ Facebook Inc - 2012-05-17

FORM 3 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 Rothschild Jeffrey 2. Issuer Name and Ticker or Trading Symbol Facebook Inc [ FB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) P.O. BOX 2929 3. Date of Earliest Transaction (MM/DD/YY) 05/17/2012 (Street) SAN FRANCISCO, CA94126 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

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 $ 0 ( 2 ) ( 2 ) Class B common stock ( 1 ) 525,940 D Restricted Stock Units $ 0 ( 3 ) ( 3 ) Class B common stock ( 1 ) 66,320 D Restricted Stock Units $ 0 ( 4 ) ( 4 ) Class B common stock ( 1 ) 29,540 D Class B common stock ( 1 ) ( 1 ) ( 1 ) Class A common stock 19,177,130 I By trust ( 5 ) Class B common stock ( 1 ) ( 1 ) ( 1 ) Class A common stock 1,188,190 I By trust ( 6 ) Class B common stock ( 1 ) ( 1 ) ( 1 ) Class A common stock 2,000,000 I By trust ( 7 ) Class B common stock ( 1 ) ( 1 ) ( 1 ) Class A common stock 2,000,000 I By trust ( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rothschild Jeffrey P.O. BOX 2929 SAN FRANCISCO, CA94126 X Signatures /s/ Rakesh Mehta, by Power of Attorney for Jeffrey J. Rothschild 05/17/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Class B common stock is convertible into Class A common stock at any time on a one-for-one basis and has no expiration date. ( 2 )Each restricted stock unit represents a contingent right to receive one share of Class B common stock. The restricted stock units are vested as to 438,280 shares; the remaining shares vest at a rate of 1/48th of the total number of shares underlying the restricted stock units on the first day of each month thereafter. Vested shares will be delivered to the reporting person six months following the completion of Issuer's initial public offering. ( 3 )Each restricted stock unit represents a contingent right to receive one share of Class B common stock. The restricted stock units are vested as to 37,305 shares; the remaining shares vest at a rate of 1/16th of the total number of shares underlying the restricted stock units on each quarter thereafter, beginning on August 15, 2012. Vested shares will be delivered to the reporting person six months following the completion of Issuer's initial public offering. ( 4 )Each restricted stock unit represents a contingent right to receive one share of Class B common stock. The restricted stock units vest at a rate of 1/16th of the total number of shares underlying the restricted stock units on each quarter, beginning on January 15, 2013. ( 5 )Shares held of record by Jeffrey J. Rothschild and Marieke H. Rothschild as Trustees of the Jeffrey and Marieke Rothschild Revocable Living Trust Created UTA dated September 11, 2003 fbo Jeffrey J. Rothschild. ( 6 )Shares held of record by John Colgrove, as Trustee of the Rothschild Irrevocable Children's Trust created UTA dated April 23, 2008. ( 7 )Shares held of record by Jeffrey J. Rothschild, as Trustee of the Jeffrey J. Rothschild 2011 Annuity Trust dated November 29, 2011. ( 8 )Shares held of record by Marieke H. Rothschild, as Trustee of the Marieke H. Rothschild 2011 Annuity Trust dated November 29, 2011.

Remarks: Exhibit 24.1: Power of Attorney

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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