Edgar Filing: Facebook Inc

Ownership Submission

FORM 5

	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported
	Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN 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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3235-0362

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1. Name and Address of Reporting Person ^*

Zuckerberg Mark

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

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

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

(Last)

(First)

(Middle)

C/O FACEBOOK, INC.,Â 1601 WILLOW ROAD

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2015

(Street)

MENLO PARK,Â CAÂ 94025

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

6. Individual or Joint/Group Reporting
(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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/11/2015	Â	G	282,883	D	$ 0	1,050,117	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 1 Dated 5/8/2014 ⁽¹⁾
Class A Common Stock	05/11/2015	Â	G	282,883	A	$ 0	283,124	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 ⁽²⁾
Class A Common Stock	05/11/2015	Â	G	108,413	D	$ 0	1,224,587	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014 ⁽³⁾
Class A Common Stock	05/11/2015	Â	G	108,413	A	$ 0	391,537	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 ⁽²⁾
Class A Common Stock	05/11/2015	Â	G	54,409	D	$ 0	1,278,591	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 ⁽⁴⁾
Class A Common Stock	05/11/2015	Â	G	54,409	A	$ 0	445,946	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 ⁽²⁾
Class A Common Stock	12/22/2015	Â	J⁽⁵⁾	160	D	$ 0	445,786	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 ⁽²⁾
Class A Common Stock	12/22/2015	Â	J⁽⁵⁾	160	A	$ 0	160	I	By Chan Zuckerberg Initiative, LLC ⁽⁶⁾
Class A Common Stock	12/22/2015	Â	J⁽⁵⁾	282,883	D	$ 0	162,903	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 ⁽²⁾
Class A Common Stock	12/22/2015	Â	J⁽⁵⁾	282,883	A	$ 0	283,043	I	By Chan Zuckerberg Initiative, LLC ⁽⁶⁾
Class A Common Stock	12/22/2015	Â	J⁽⁵⁾	54,409	D	$ 0	108,494	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 ⁽²⁾
Class A Common Stock	12/22/2015	Â	J⁽⁵⁾	54,409	A	$ 0	337,452	I	By Chan Zuckerberg Initiative, LLC ⁽⁶⁾
Class A Common Stock	12/22/2015	Â	J⁽⁵⁾	108,413	D	$ 0	81	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 ⁽²⁾
Class A Common Stock	12/22/2015	Â	J⁽⁵⁾	108,413	A	$ 0	445,865	I	By Chan Zuckerberg Initiative, LLC ⁽⁶⁾
Class A Common Stock	12/22/2015	Â	J⁽⁵⁾	81	D	$ 0	0	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 ⁽²⁾
Class A Common Stock	12/22/2015	Â	J⁽⁵⁾	81	A	$ 0	445,946	I	By Chan Zuckerberg Initiative, LLC ⁽⁶⁾

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

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.

SEC 2270 (9-02)

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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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 at End of Issuer's Fiscal Year
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Common Stock ⁽⁷⁾

05/11/2015

25,986

Â ⁽⁷⁾

Class A Common Stock

25,986

$ 0

3,271,779

By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2008 Annuity Trust Dated March 13, 2008 ⁽⁸⁾

Class B Common Stock ⁽⁷⁾

05/11/2015

25,986

Â ⁽⁷⁾

Class A Common Stock

25,986

$ 0

373,897,306

By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 ⁽²⁾

Class B Common Stock ⁽⁷⁾

05/11/2015

G⁽⁹⁾

3,271,779

Â ⁽⁷⁾

Class A Common Stock

3,271,779

$ 0

By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2008 Annuity Trust Dated March 13, 2008 ⁽⁸⁾

Class B Common Stock ⁽⁷⁾

12/01/2015

45,083,762

Â ⁽⁷⁾

Class A Common Stock

45,083,762

$ 0

Class B Common Stock ⁽⁷⁾

12/01/2015

45,083,762

Â ⁽⁷⁾

Class A Common Stock

45,083,762

$ 0

418,981,068

By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 ⁽²⁾

Class B Common Stock ⁽⁷⁾

12/22/2015

J⁽⁵⁾

414,123,745

Â ⁽⁷⁾

Class A Common Stock

414,123,745

$ 0

4,857,323

By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 ⁽²⁾

Class B Common Stock ⁽⁷⁾

12/22/2015

J⁽⁵⁾

414,123,745

Â ⁽⁷⁾

Class A Common Stock

414,123,745

$ 0

414,123,745

By Chan Zuckerberg Initiative, LLC ⁽⁶⁾

Class B Common Stock ⁽⁷⁾

Â ⁽⁷⁾

Class A Common Stock

By Mark Zuckerberg, Trustee Of The Openness Trust Dated April 2, 2012 ⁽¹⁰⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Zuckerberg Mark C/O FACEBOOK, INC. 1601 WILLOW ROAD MENLO PARK,Â CAÂ 94025	Â X	Â X	Â COB and CEO	Â

Signatures

/s/ Michael Johnson as attorney-in-fact for Mark Zuckerberg		02/12/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 1, dated 5/8/2014.
(2)	Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg Trust dated July 7, 2006 (2006 Trust).
(3)	Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 2, dated 5/8/2014.
(4)	Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 3, dated 5/8/2014.
(5)	Shares contributed from the 2006 Trust to Chan Zuckerberg Initiative, LLC (CZI). The 2006 Trust is the sole member of CZI.
(6)	The 2006 Trust is the sole member of CZI. Mr. Zuckerberg is the sole trustee of the 2006 Trust and, therefore, is deemed to have sole voting and investment power over the securities held by CZI.
(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)	Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2008 Annuity Trust dated March 13, 2008.
(9)	This transaction represents a transfer of shares that were beneficially owned by the reporting person for the purposes of estate planning and not a sale of securities.
(10)	Shares held of record by Mark Zuckerberg, Trustee of the Openness Trust dated April 2, 2012.

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