Sec Form 4 Filing - MICROSOFT CORP @ Facebook Inc - 2012-05-22

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 MICROSOFT CORP 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) ONE MICROSOFT WAY 3. Date of Earliest Transaction (MM/DD/YY) 05/22/2012 (Street) REDMOND, WA98052-6399 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 05/22/2012 C 6,556,925 A 6,556,925 D Class A Common Stock 05/22/2012 S 6,556,925 D $ 37.582 0 D

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 Series D Preferred Stock ( 2 ) ( 2 ) 05/22/2012 C 32,377,940 ( 2 ) ( 2 ) Class B Common Stock 32,784,639 ( 2 ) 0 D Class B Common Stock ( 3 ) ( 2 ) ( 3 ) 05/22/2012 C 32,784,639 ( 3 ) ( 3 ) Class A Common Stock 32,784,639 ( 2 ) ( 3 ) 32,784,639 D Class B Common Stock ( 4 ) ( 3 ) 05/22/2012 C 6,556,925 ( 3 ) ( 3 ) Class A Common Stock 6,556,925 ( 3 ) 26,227,714 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MICROSOFT CORP ONE MICROSOFT WAY REDMOND, WA98052-6399 X Signatures Keith R. Dolliver, Assistant Secretary for Microsoft Corporation 05/22/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Converted from shares of Class B Common Stock into Class A Common Stock on a one-for-one basis. ( 2 )Each of the 32,377,940 shares of Series D Preferred Stock held by Microsoft Corporation converted into 1.012561 Class B Common shares upon the closing of the Issuer's initial public offering; the Class B Common is convertible into Class A Common Stock at any time on a one-for-one basis and this conversion right has no expiration date. ( 3 )Class B Common is convertible into Class A Common Stock at any time on a one-for-one basis and this conversion right has no expiration date. ( 4 )Following the conversion described in (2) above, Microsoft converted 6,556,925 Class B Common Shares into Class A Common Stock, as reflected here and in the first entry in Table I.

Remarks: This Form 4 reflects the following transactions involving Microsoft Corporation ("Microsoft") in connection with the closing of the firm commitment public offering ("IPO") by Facebook, Inc. ("Facebook"): (1) the automatic conversion of Microsoft's Facebook Series D Preferred Stock into shares of Facebook Class B Common Stock, (2) Microsoft's subsequent conversion of certain of such shares of Facebook Class B Common Stock into shares of Facebook Class A Common Stock, and (3) Microsoft's subsequent sale of such shares of Facebook Class A Common Stock in connection with the IPO.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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