XNAS:FB Facebook Inc Class A Insider Activity 4 Filing - 5/22/2012

Effective Date 5/22/2012

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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 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 *
THIEL PETER
  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 FACEBOOK, INC., 1601 WILLOW ROAD
3. Date of Earliest Transaction (Month/Day/Year)
05/22/2012
(Street)

MENLO PARK, CA 94025
4. If Amendment, Date Original Filed (Month/Day/Year)
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 (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 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   32,875,670 A $ 0 32,875,670 I By Rivendell One LLC(1)
Class A Common Stock 05/22/2012   S   14,293,769 D $37.58 18,581,901 I By Rivendell One LLC(1)
Class A Common Stock 05/22/2012   C   2,550,546 A $ 0 2,550,546 I By The Founders Fund, LP(2)
Class A Common Stock 05/22/2012   S   2,550,546 D $37.58 0 I By The Founders Fund, LP(2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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 A Convertible Preferred Stock(3) (3) 05/22/2012   C     32,875,670   (3)   (3) Class B Common Stock(4) 32,875,670 $ 0 0 I By Rivendell One LLC(1)
Class B Common Stock(4) (4) 05/22/2012   C   32,875,670     (4)   (4) Class A Common Stock 32,875,670 $ 0 32,875,670 I By Rivendell One LLC(1)
Class B Common Stock(4) (4) 05/22/2012   C     32,875,670   (4)   (4) Class A Common Stock(5) 32,875,670 $ 0 0 I By Rivendell One LLC(1)
Series C Convertible Preferred Stock(6) (6) 05/22/2012   C     5,837,600   (6)   (6) Class B Common Stock(4) 5,866,256 $ 0 0 I By The Founders Fund, LP(2)
Class B Common Stock(4) (4) 05/22/2012   C   5,866,256     (4)   (4) Class A Common Stock 5,866,256 $ 0 5,978,140 I By The Founders Fund, LP(2)
Class B Common Stock(4) (4) 05/22/2012   C     2,550,546   (4)   (4) Class A Common Stock(7) 2,550,546 $ 0 3,427,594 I By The Founders Fund, LP(2)
Class B Common Stock(4) (4)               (4)   (4) Class A Common Stock 740,960   740,960 I By The Founders Fund II, LP(8)
Class B Common Stock(4) (4)               (4)   (4) Class A Common Stock 36,640   36,640 I By The Founders Fund II Principals Fund, LP(9)
Class B Common Stock(4) (4)               (4)   (4) Class A Common Stock 22,400   22,400 I By The Founders Fund II Entrepreneurs Fund, LP(10)
Class B Common Stock(4) (4)               (4)   (4) Class A Common Stock 5,070,290   5,070,290 I By Lembas, LLC(11)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
THIEL PETER
C/O FACEBOOK, INC.
1601 WILLOW ROAD
MENLO PARK, CA 94025
  X      

Signatures

 /s/ Michael Johnson as attorney-in-fact for Peter A. Thiel   05/22/2012
** 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) The reporting person is the beneficial owner of Rivendell One LLC ("Rivendell"), and has sole voting and investment power over the securities held by Rivendell.
(2) The reporting person is one of the Managers of The Founder's Fund Management, LLC, which is the General Partner of The Founders Fund, LP ("FF"), and may be deemed to share voting and investment power over the securities held by FF. The reporting person disclaims beneficial ownership over such securities except to the extent of his 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.
(3) Each share of the issuer's Series A Convertible Preferred Stock automatically converted into 1 share of the issuer's Class B Common Stock on May 22, 2012 in connection with the closing of the issuer's sale of its Class A Common Stock in its firm commitment initial public offering pursuant to a registration statement on Form S-1 (File No. 333-179287) under the Securities Act of 1933, as amended, and had no expiration date.
(4) 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.
(5) The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.
(6) Each share of the issuer's Series C Convertible Preferred Stock automatically converted into 1.004909 shares of the issuer's Class B Common Stock on May 22, 2012 in connection with the closing of the issuer's sale of its Class A Common Stock in its firm commitment initial public offering pursuant to a registration statement on Form S-1 (File No. 333-179287) under the Securities Act of 1933, as amended, and had no expiration date.
(7) The shares of Class B Common Stock automatically converted into Class A Common Stock on a 1-for-1 basis in connection with the transfer of such shares.
(8) The reporting person is one of the Managing Members of The Founder's Fund II Management, LLC ("FF II Management"), which is the General Partner of The Founders Fund II, LP ("FF II"), and may be deemed to share voting and investment power over the securities held by FF II. The reporting person disclaims beneficial ownership over such securities except to the extent of his 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.
(9) The reporting person is one of the Managing Members of FF II Management, which is the General Partner of The Founders Fund II Principals Fund, LP ("FFPF"), and may be deemed to share voting and investment power over the securities held by FFPF. The reporting person disclaims beneficial ownership over such securities except to the extent of his 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) The reporting person is one of the Managing Members of FF II Management, which is the General Partner of The Founders Fund II Entrepreneurs Fund, LP ("FFEF"), and may be deemed to share voting and investment power over the securities held by FFEF. The reporting person disclaims beneficial ownership over such securities except to the extent of his 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) The reporting person is the Manager and a Member of Lembas, LLC ("Lembas"), and has sole voting and investment power over the securities held by Lembas. The reporting person disclaims beneficial ownership over such securities except to the extent of his 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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

XNAS:FB Facebook Inc Class A Insider Activity 4 Filling

Facebook Inc Class A XNAS:FB Stock - Get Insider Activity SEC Filing of Facebook Inc Class A XNAS:FB stocks, including company profile, shares outstanding, strategy, business segments, operations, officers, consolidated financial statements, financial notes and ownership information.

XNAS:FB Facebook Inc Class A Insider Activity 4 Filing - 5/22/2012
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