Edgar Filing: BREYER JAMES

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â ACCEL IX LP

2. Date of Event Requiring Statement (Month/Day/Year)
05/17/2012

3. Issuer Name and Ticker or Trading Symbol
Facebook Inc [FB]

(Last)

(First)

(Middle)

C/O ACCEL PARTNERS,Â 428 UNIVERSITY AVENUE

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

PALO ALTO,Â CAÂ 94301

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	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 control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock ⁽¹⁾	Â ⁽¹⁾	Â ⁽¹⁾	Class A Common Stock	139,144	$ 0	I	By James W. Breyer as Trustee of James W. Breyer 2005 Trust dated March 25, 2005 ⁽²⁾
Series B Convertible Preferred Stock ⁽³⁾	Â ⁽³⁾	Â ⁽³⁾	Class B Common Stock ⁽¹⁾	10,211,171	$ 0	I	By James W. Breyer as Trustee of James W. Breyer 2005 Trust dated March 25, 2005 ⁽²⁾
Series C Convertible Preferred Stock ⁽⁴⁾	Â ⁽⁴⁾	Â ⁽⁴⁾	Class B Common Stock ⁽¹⁾	633,093	$ 0	I	By James W. Breyer as Trustee of James W. Breyer 2005 Trust dated March 25, 2005 ⁽²⁾
Class B Common Stock ⁽¹⁾	Â ⁽¹⁾	Â ⁽¹⁾	Class A Common Stock	15,461	$ 0	I	By James W. Breyer as Trustee of James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011 ⁽⁵⁾
Series B Convertible Preferred Stock ⁽³⁾	Â ⁽³⁾	Â ⁽³⁾	Class B Common Stock ⁽¹⁾	633,920	$ 0	I	By James W. Breyer as Trustee of James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011 ⁽⁵⁾
Series C Convertible Preferred Stock ⁽⁴⁾	Â ⁽⁴⁾	Â ⁽⁴⁾	Class B Common Stock ⁽¹⁾	70,343	$ 0	I	By James W. Breyer as Trustee of James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011 ⁽⁵⁾
Series B Convertible Preferred Stock ⁽³⁾	Â ⁽³⁾	Â ⁽³⁾	Class B Common Stock ⁽¹⁾	140,419,959	$ 0	I	By Accel IX L.P. ⁽⁶⁾
Series C Convertible Preferred Stock ⁽⁴⁾	Â ⁽⁴⁾	Â ⁽⁴⁾	Class B Common Stock ⁽¹⁾	9,107,771	$ 0	I	By Accel IX L.P. ⁽⁶⁾
Series B Convertible Preferred Stock ⁽³⁾	Â ⁽³⁾	Â ⁽³⁾	Class B Common Stock ⁽¹⁾	14,961,394	$ 0	I	By Accel IX Strategic Partners L.P. ⁽⁷⁾
Series C Convertible Preferred Stock ⁽⁴⁾	Â ⁽⁴⁾	Â ⁽⁴⁾	Class B Common Stock ⁽¹⁾	970,259	$ 0	I	By Accel IX Strategic Partners L.P. ⁽⁷⁾
Series B Convertible Preferred Stock ⁽³⁾	Â ⁽³⁾	Â ⁽³⁾	Class B Common Stock ⁽¹⁾	13,090,187	$ 0	I	By Accel Investors 2005 L.L.C. ⁽⁸⁾
Series C Convertible Preferred Stock ⁽⁴⁾	Â ⁽⁴⁾	Â ⁽⁴⁾	Class B Common Stock ⁽¹⁾	849,027	$ 0	I	By Accel Investors 2005 L.L.C. ⁽⁸⁾
Class B Common Stock ⁽¹⁾	Â ⁽¹⁾	Â ⁽¹⁾	Class A Common Stock	9,949,820	$ 0	I	By Accel Growth Fund L.P. ⁽⁹⁾
Class B Common Stock ⁽¹⁾	Â ⁽¹⁾	Â ⁽¹⁾	Class A Common Stock	194,230	$ 0	I	By Accel Growth Fund Strategic Partners L.P. ⁽¹⁰⁾
Class B Common Stock ⁽¹⁾	Â ⁽¹⁾	Â ⁽¹⁾	Class A Common Stock	132,570	$ 0	I	By Accel Growth Fund Investors 2009 L.L.C. ⁽¹¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ACCEL IX LP C/O ACCEL PARTNERS 428 UNIVERSITY AVENUE PALO ALTO,Â CAÂ 94301	Â	Â X	Â	Â
Accel Growth Fund Investors 2009 L.L.C. C/O ACCEL PARTNERS 428 UNIVERSITY AVENUE PALO ALTO,Â CAÂ 94301	Â	Â X	Â	Â
Accel Growth Fund Associates L.L.C. C/O ACCEL PARTNERS 428 UNIVERSITY AVENUE PALO ALTO,Â CAÂ 94301	Â	Â X	Â	Â
Accel Growth Fund L.P. C/O ACCEL PARTNERS 428 UNIVERSITY AVENUE PALO ALTO,Â CAÂ 94301	Â	Â X	Â	Â
Accel Growth Fund Strategic Partners L.P. C/O ACCEL PARTNERS 428 UNIVERSITY AVENUE PALO ALTO,Â CAÂ 94301	Â	Â X	Â	Â
Accel IX Associates L.L.C. C/O ACCEL PARTNERS 428 UNIVERSITY AVENUE PALO ALTO,Â CAÂ 94301	Â	Â X	Â	Â
ACCEL IX STRATEGIC PARTNERS LP C/O ACCEL PARTNERS 428 UNIVERSITY AVENUE PALO ALTO,Â CAÂ 94301	Â	Â X	Â	Â
Accel Investors 2005 L.L.C. C/O ACCEL PARTNERS 428 UNIVERSITY AVENUE PALO ALTO,Â CAÂ 94301	Â	Â X	Â	Â
BREYER JAMES C/O ACCEL PARTNERS 428 UNIVERSITY AVENUE PALO ALTO,Â CAÂ 94301	Â	Â X	Â	Â
Li Ping C/O ACCEL PARTNERS 428 UNIVERSITY AVENUE PALO ALTO,Â CAÂ 94301	Â	Â X	Â	Â

Signatures

/s/ Tracy L. Sedlock as attorney-in-fact for James W. Breyer as a Managing Member of Accel IX Associates L.L.C., the General Partner of Accel IX L.P.		05/17/2012
^**Signature of Reporting Person		Date
Tracy L. Sedlock as attorney-in-fact for James W. Breyer as a Managing Member of Accel Growth Fund Investors 2009 L.L.C.		05/17/2012
^**Signature of Reporting Person		Date
Tracy L. Sedlock as attorney-in-fact for James W. Breyer as a Managing Member of Accel Growth Fund Associates L.L.C.		05/17/2012
^**Signature of Reporting Person		Date
Tracy L. Sedlock as attorney-in-fact for James W. Breyer as a Managing Member of Accel Growth Fund Associates L.L.C., the General Partner of Accel Growth Fund L.P.		05/17/2012
^**Signature of Reporting Person		Date
Tracy L. Sedlock as attorney-in-fact for James W. Breyer as a Managing Member of Accel Growth Fund Associates L.L.C., the General Partner of Accel Growth Fund Strategic Partners L.P.		05/17/2012
^**Signature of Reporting Person		Date
Tracy L. Sedlock as attorney-in-fact for James W. Breyer as a Managing Member of Accel IX Associates L.L.C.		05/17/2012
^**Signature of Reporting Person		Date
Tracy L. Sedlock as attorney-in-fact for James W. Breyer as a Managing Member of Accel IX Associates L.L.C., the General Partner of Accel IX Strategic Partners L.P.		05/17/2012
^**Signature of Reporting Person		Date
Tracy L. Sedlock as attorney-in-fact for James W. Breyer as a Managing Member of Accel Investors 2005 L.L.C.		05/17/2012
^**Signature of Reporting Person		Date
Tracy L. Sedlock as attorney-in-fact for James W. Breyer		05/17/2012
^**Signature of Reporting Person		Date
Tracy L. Sedlock as attorney-in-fact for Ping Li		05/17/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	The Class B Common Stock is convertible into the issuer's Class A Common Stock on a 1-for-1 basis and has no expiration date. Upon the closing of the issuer's sale of its Class A Common Stock in its firm commitment underwritten initial public offering pursuant to a registration statement on Form S-1 (File No. 333-179287) under the Securities Act of 1933, as amended (the "IPO"), the Class B Common Stock will also become convertible into the issuer's Class A Common Stock on the same basis upon certain transfers of such shares.
(2)	James W. Breyer, a Director of the issuer, is Trustee of the James W. Breyer 2005 Trust dated March 25, 2005.
(3)	Each share of the issuer's Series B Convertible Preferred Stock will be automatically converted into 1.00491 shares of the issuer's Class B Common Stock immediately upon the closing of the issuer's IPO and has no expiration date.
(4)	Each share of the issuer's Series C Convertible Preferred Stock will be automatically converted into 1.004909 shares of the issuer's Class B Common Stock immediately upon the closing of the issuer's IPO and has no expiration date.
(5)	James W. Breyer, a Director of the issuer, is Trustee of the James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011.
(6)	Accel IX Associates L.L.C. ("A9A"), which is the General Partner of Accel IX L.P. ("Accel IX"), has sole voting and investment power over the securities held by Accel IX. A9A disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, each of Kevin Efrusy, Ping Li, Arthur C. Patterson, Theresia Gouw Ranzetta and James W. Breyer, who is a Director of the issuer, is a Managing Member of A9A and may be deemed to share voting and investment power over the shares held of record by Accel IX. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his or her 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.
(7)	A9A, which is the General Partner of Accel IX Strategic Partners L.P. ("Accel SP"), has sole voting and investment power over the securities held by Accel SP. A9A disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, each of Kevin Efrusy, Ping Li, Arthur C. Patterson, Theresia Gouw Ranzetta and James W. Breyer, who is a Director of the issuer, is a Managing Member of A9A and may be deemed to share voting and investment power over the shares held of record by Accel SP. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his or her 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.
(8)	Each of Kevin Efrusy, Ping Li, Arthur Patterson, Theresia Gouw Ranzetta and James W. Breyer, who is a Director of the issuer, is a Managing Member of Accel Investors 2005 L.L.C. ("Accel 2005"), and may be deemed to share voting and investment power over the securities held by Accel 2005. Each of such individuals disclaims beneficial ownership over such securities except to the extent of his or her 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.
(9)	Accel Growth Fund Associates L.L.C ("AGFA"), which is the General Partner of Accel Growth Fund L.P. ("Accel Growth"), has sole voting and investment power over the securities held by Accel Growth. AGFA disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, each of Kevin Efrusy, Ping Li, Theresia Gouw Ranzetta and James W. Breyer, who is a Director of the issuer, is a managing member of AGFA and may be deemed to share voting and investment power over the shares held of record by Accel Growth. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his or her 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.
(10)	AGFA, which is the General Partner of Accel Growth Fund Strategic Partners L.P. ("Accel Growth SP"), has sole voting and investment power over the securities held by Accel Growth SP. AGFA disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, each of Kevin Efrusy, Ping Li, Theresia Gouw Ranzetta and James W. Breyer, who is a Director of the issuer, is a Managing Member of AGFA and may be deemed to share voting and investment power over the shares held of record by Accel Growth SP. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his or her 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.
(11)	Each of Kevin Efrusy, Ping Li, Theresia Gouw Ranzetta and James W. Breyer, who is a Director of the issuer, is a Managing Member of Accel Growth Fund Investors 2009 L.L.C. ("Accel Growth 2009"), and may be deemed to share voting and investment power over the securities held by Accel Growth 2009. Each of such individuals disclaims beneficial ownership over such securities except to the extent of his or her 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.
Â Remarks: ThisÂ reportÂ isÂ theÂ sameÂ asÂ theÂ FormÂ 3Â filedÂ byÂ AccelÂ IXÂ L.P.Â ofÂ identicalÂ dateÂ andÂ togetherÂ compriseÂ aÂ singleÂ FormÂ 3.Â Â CombinedÂ theÂ reportsÂ reportÂ theÂ holdingsÂ forÂ theÂ followingÂ reportingÂ persons:Â Â AccelÂ GrowthÂ FundÂ InvestorsÂ 2009Â L.L.C.,Â AccelÂ GrowthÂ FundÂ AssociatesÂ L.L.C.,Â AccelÂ GrowthÂ FundÂ L.P.,Â AccelÂ GrowthÂ FundÂ StrategicÂ PartnersÂ L.P.,Â AccelÂ IXÂ AssociatesÂ L.L.C.,Â AccelÂ IXÂ L.P.,Â AccelÂ IXÂ StrategicÂ PartnersÂ L.P.,Â AccelÂ InvestorsÂ 2005Â L.L.C.,Â JamesÂ W.Â Breyer,Â TrusteeÂ ofÂ JamesÂ W.Â BreyerÂ 2005Â TrustÂ datedÂ MarchÂ 25,Â 2005,Â JamesÂ W.Â Breyer,Â TrusteeÂ ofÂ JamesÂ W.Â BreyerÂ 2011Â AnnuityÂ TrustÂ 1,Â datedÂ MarchÂ 10,Â 2011,Â JamesÂ W.Â Breyer,Â PingÂ Li,Â KevinÂ J.Â Efrusy,Â TheresiaÂ GouwÂ RanzettaÂ andÂ ArthurÂ C.Â Patterson.

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