Ownership Submission
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 *
Wehner David M.
   2. Issuer Name and Ticker or Trading Symbol
Facebook Inc [FB] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last)
(First)
(Middle)
C/O FACEBOOK, INC., 1601 WILLOW ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
05/15/2016
(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 05/15/2016   M   18,750 A $ 0 66,608 D  
Class A Common Stock 05/15/2016   M   5,370 A $ 0 71,978 D  
Class A Common Stock 05/15/2016   M   10,022 A $ 0 82,000 D  
Class A Common Stock 05/15/2016   M   9,905 A $ 0 91,905 D  
Class A Common Stock 05/16/2016   S   16,500 (1) D $ 117.971 (2) 75,405 D  
Class A Common Stock 05/16/2016   S   5,686 (1) D $ 118.5891 (3) 69,719 D  
Class A Common Stock 05/16/2016   S   800 (1) D $ 119.405 (4) 68,919 D  

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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
Restricted Stock Units (RSU) (Class A) (5) 05/15/2016   M     18,750   (6) 01/14/2023 Class A Common Stock 18,750 $ 0 37,500 D  
Restricted Stock Units (RSU) (Class A) (5) 05/15/2016   M     5,370   (7) 05/05/2023 Class A Common Stock 5,370 $ 0 32,220 D  
Restricted Stock Units (RSU) (Class A) (5) 05/15/2016   M     10,022   (8) 03/16/2024 Class A Common Stock 10,022 $ 0 150,338 D  
Restricted Stock Units (RSU) (Class A) (5) 05/15/2016   M     9,905   (9) 03/15/2025 Class A Common Stock 9,905 $ 0 148,575 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Wehner David M.
C/O FACEBOOK, INC.
1601 WILLOW ROAD
MENLO PARK, CA 94025		       Chief Financial Officer  

Signatures

 /s/ Michael Johnson as attorney-in-fact for David M. Wehner   05/17/2016
**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) Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person.
(2) The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $117.37 to $118.36 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(3) The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $118.37 to $119.31 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(4) The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $119.38 to $119.54 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(5) Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.
(6) The RSUs vested as to 1/4th of the total shares on November 15, 2013 and then an additional 1/16th of the total shares vest quarterly thereafter, subject to continued service through each vesting date.
(7) The RSUs vest as to 1/16th of the total shares on February 15, 2014 and then an additional 1/16th of the total shares vest quarterly thereafer, subject to continued service through each vesting date.
(8) The RSUs vest as to 1/16th of the total shares on May 15, 2016 and then an additional 1/16th of the total shares vest quarterly thereafer, subject to continued service through each vesting date.
(9) The RSUs vest as to 1/5th of the total shares on February 15, 2016, after which 1/20th of the total shares vest quarterly, subject to continued service through each vesting date.

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