Statement of Changes of Beneficial Ownership


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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Andreessen Marc L
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 ANDREESSEN HOROWITZ, 2865 SAND HILL RD., STE. 101
3. Date of Earliest Transaction (MM/DD/YYYY)

11/13/2012
(Street)

MENLO PARK, CA 94025
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   11/13/2012     C    1604776   A $0.00   1604776   I   By Andreessen Horowitz Fund I, L.P. as nominee   (1)
Class A Common Stock   11/13/2012     J (2)   V 1604776   D $0.00   0   I   By Andreessen Horowitz Fund I, L.P. as nominee   (1)
Class A Common Stock   11/13/2012     C    3571431   A $0.00   3571431   I   By Andreessen Horowitz Fund II, L.P. as nominee   (3)
Class A Common Stock   11/13/2012     C    3035700   A $0.00   3035700   I   By FBAH, L.P.   (4)
Class A Common Stock   11/13/2012     J (5)   V 3035700   D $0.00   0   I   By FBAH, L.P.   (4)
Class A Common Stock   11/13/2012     J (6)   V 466125   A $0.00   466125   I   By AH Equity Partners I, L.L.C.   (7)
Class A Common Stock   11/13/2012     J (8)   V 466125   D $0.00   0   I   By AH Equity Partners I, L.L.C.   (7)
Class A Common Stock   11/13/2012     J (9)   V 159675   A $0.00   159675   I   By AH Equity Partners II, L.L.C.   (10)
Class A Common Stock   11/13/2012     J (11)   V 159675   D $0.00   0   I   By AH Equity Partners II, L.L.C.   (10)
Class A Common Stock   11/13/2012     J (12)   V 9509   A $0.00   9509   I   By AH Capital Management, L.L.C.   (13)
Class A Common Stock   11/13/2012     J (14)   V 9509   D $0.00   0   I   By AH Capital Management, L.L.C.   (13)
Class A Common Stock   11/13/2012     J (15)    7755   A $0.00   13626   I   By The Andreessen 1996 Charitable Remainder Unitrust   (16)
Class A Common Stock   11/13/2012     J (17)   V 295579   A $0.00   295579   I   By The Andreessen 1996 Living Trust   (18)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Class B Common Stock   (19)   (19) 11/13/2012     C         1604776      (19)   (19) Class A Common Stock   (20) 1604776   $0.00   178308   I   By Andreessen Horowitz Fund I, L.P. as nominee   (1)
Class B Common Stock   (19)   (19) 11/13/2012     C         3571431      (19)   (19) Class A Common Stock   (20) 3571431   $0.00   0   I   By Andreessen Horowitz Fund II, L.P. as nominee   (3)
Class B Common Stock   (19)   (19) 11/13/2012     C         3035700      (19)   (19) Class A Common Stock   (20) 3035700   $0.00   0   I   By FBAH, L.P.   (4)

Explanation of Responses:
( 1)  The reporting person is one of the Managing Members of AH Equity Partners I, L.L.C. ("AHEP I"), which is the General Partner of Andreessen Horowitz Fund I, L.P. as nominee ("AH Fund I"), and may be deemed to share voting and investment power over the securities held by AH Fund I. 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.
( 2)  Transactions reported on this form represent pro rata distributions, and not a purchase or sale, of securities by AH Fund I to general and limited partners of funds for which it acts as nominee without consideration.
( 3)  The reporting person is one of the Managing Members of AH Equity Partners II, L.L.C. ("AHEP II"), which is the General Partner of Andreessen Horowitz Fund II, L.P. as nominee ("AH Fund II"), and may be deemed to share voting and investment power over the securities held by AH Fund 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.
( 4)  The reporting person is one of the Managing Members of AHEP II, which is the General Partner of FBAH, L.P. ("FBAH"), and may be deemed to share voting and investment power over the securities held by FBAH. 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.
( 5)  Transactions reported on this form represent pro rata distributions, and not a purchase or sale, of securities by FBAH to its general and limited partners without consideration.
( 6)  The shares reported on this form represent pro rata distributions, and not a purchase or sale, of securities by AH Fund I to general and limited partners of funds for which it acts as nominee without consideration.
( 7)  The reporting person is one of the Managing Members of AHEP I, and may be deemed to share voting and investment power over the securities held by AHEP I. 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.
( 8)  Transactions reported on this form represent pro rata distributions, and not a purchase or sale, of securities by AHEP I to its members and assignees without consideration.
( 9)  The shares reported on this form represent pro rata distributions, and not a purchase or sale, of securities by FBAH to its general and limited partners without consideration.
( 10)  The reporting person is one of the Managing Members of AHEP II, and may be deemed to share voting and investment power over the securities held by AHEP 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.
( 11)  Transactions reported on this form represent pro rata distributions, and not a purchase or sale, of securities by AHEP II to its members and assignees without consideration. See also footnote (3) above.
( 12)  The shares reported on this form represent pro rata distributions, and not a purchase or sale, of securities by AH Fund I to general and limited partners of funds for which it acts as nominee, and by AHEP II to its members and assignees, without consideration.
( 13)  The reporting person is one of the Managing Members of AH Capital Management, L.L.C. ("AHCM"), and may be deemed to share voting and investment power over the securities held by AHCM. 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.
( 14)  Transactions reported on this form represent pro rata distributions, and not a purchase or sale, of securities by AHCM to its members and assignees without consideration.
( 15)  The shares reported on this form represent pro rata distributions, and not a purchase or sale, of securities by Greylock XII Limited Partnership to its general and limited partners without consideration.
( 16)  The reporting person and JP Morgan Trust Company, NA are the Trustees of The Andreessen 1996 Charitable Remainder Unitrust. 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.
( 17)  The shares reported on this form represent pro rata distributions, and not a purchase or sale, of securities by AH Fund I to general and limited partners of funds for which it acts as nominee, and by each of AHEP I and AHEP II to its members and assignees, without consideration.
( 18)  The reporting person and JP Morgan Trust Company, NA are the Trustees of The Andreessen 1996 Living Trust.
( 19)  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.
( 20)  The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Andreessen Marc L
C/O ANDREESSEN HOROWITZ
2865 SAND HILL RD., STE. 101
MENLO PARK, CA 94025
X



Signatures
/s/ David Kling as attorney-in-fact for Marc L. Andreessen 11/14/2012
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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