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 *   Athwal Jas 2. Date of Event Requiring Statement (Month/Day/Year) 05/10/2013 3. Issuer Name and Ticker or Trading Symbol Facebook Inc [FB] (Last) (First) (Middle) C/O FACEBOOK, INC., 1601 WILLOW ROAD 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Accounting Officer 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) MENLO PARK, CA 94025 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 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) Class A Common Stock 170,302 D Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit (RSU) (1)	  (2)	08/25/2019	Class B Common Stock (3)	6,670	$ 0	D	Â
Restricted Stock Unit (RSU) (1)	  (4)	08/25/2020	Class B Common Stock (3)	42,505	$ 0	D	Â
Restricted Stock Unit (RSU) (1)	  (5)	03/24/2021	Class B Common Stock (3)	41,014	$ 0	D	Â
Restricted Stock Unit (RSU) (1)	  (6)	05/02/2022	Class B Common Stock (3)	6,195	$ 0	D	Â
Restricted Stock Unit (RSU) (7)	  (8)	05/05/2023	Class A Common Stock	71,220	$ 0	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Athwal Jas C/O FACEBOOK, INC. 1601 WILLOW ROAD MENLO PARK, CA 94025	Â	Â	  Chief Accounting Officer	Â

Signatures

/s/ Michael Johnson as attorney-in-fact for Jas Athwal		05/15/2013
**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)	Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.
(2)	The RSUs were granted with both (a) a liquidity event-based vesting condition and (b) a service-based vesting condition, both of which conditions must be satisfied in order for the RSUs to vest. The liquidity event-based condition was satisfied on November 17, 2012. The service-based condition was satisfied as to 1/4th of the total number of shares on July 1, 2010 and then, an additional 1/48th of the total number of shares vest monthly thereafter, subject to continued service through each vesting date.
(3)	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.
(4)	The RSUs were granted with both (a) a liquidity event-based vesting condition and (b) a service-based vesting condition, both of which conditions must be satisfied in order for the RSUs to vest. The liquidity event-based condition was satisfied on November 17, 2012. The service-based condition was satisfied as to 1/4th of the total number of shares on August 15, 2011 and then, an additional 1/16th of the total number of shares vest quarterly thereafter, subject to continued service through each vesting date.
(5)	The RSUs vested as to 1/5th of the total shares on January 15, 2012 and then, an additional 1/20th of the total shares vest quarterly thereafter, subject to continued service through each vesting date.
(6)	The RSUs vested as to 1/4th of the total shares on February 15, 2013, and then 1/16th of the total shares vest quarterly thereafter, subject to continued service through each vesting date.
(7)	Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.
(8)	The RSUs vest as to 1/4th of the total shares on February 15, 2014, and then 1/16th of the total shares vest quarterly thereafter, subject to continued service through each vesting date.

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