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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1. Name and Address of Reporting Person * Koum Jan   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) 10/06/2014 (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 10/06/2014   A   68,721,716 (1) A (1) 68,721,716 I By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 (2) Class A Common Stock 10/06/2014   A   3,817,873 (3) A (3) 3,817,873 I By Jan Koum, Trustee of The Jan Koum Trust I U/A/D 4/29/2014 (4) Class A Common Stock 10/06/2014   A   3,817,873 (3) A (3) 3,817,873 I By Jan Koum, Trustee of The Jan Koum Trust II U/A/D 8/5/2014 (5)

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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

Reporting Owners

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

Signatures

/s/ Michael Johnson as attorney-in-fact for Jan Koum		10/06/2014
**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 received in exchange for 90,000,000 shares of WhatsApp Inc. ("WhatsApp") common stock in connection with the acquisition of WhatsApp by the issuer (the "Merger"), the consideration of which consisted of shares of the issuer's Class A Common Stock and cash. The closing price of the issuer's Class A Common Stock on the preceding trading date prior to the effective date of the Merger was $77.44 per share. Of the shares of Class A Common Stock reported, a portion are currently being held in escrow and are subject to forfeiture during the escrow period stated to satisfy claims arising as a result of, among other things, WhatsApp's breach of any of its representations and warranties or covenants and agreements set forth in the Agreement and Plan of Merger and Reorganization dated February 19, 2014, as amended.
(2)	Shares held of record by Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004.
(3)	Shares received in exchange for 5,000,000 shares of WhatsApp common stock in connection with the Merger, the consideration of which consisted of shares of the issuer's Class A Common Stock and cash. The closing price of the issuer's Class A Common Stock on the preceding trading date prior to the effective date of the Merger was $77.44 per share. Of the shares of Class A Common Stock reported, a portion are currently being held in escrow and are subject to forfeiture during the escrow period stated to satisfy claims arising as a result of, among other things, WhatsApp's breach of any of its representations and warranties or covenants and agreements set forth in the Agreement and Plan of Merger and Reorganization dated February 19, 2014, as amended.
(4)	Shares held of record by Jan Koum, Trustee of the Jan Koum Trust I U/A/D 4/29/2014.
(5)	Shares held of record by Jan Koum, Trustee of The Jan Koum Trust II U/A/D 8/5/2014.

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