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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OMB Number: 3235-0287
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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 *

BREYER JAMES
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 ACCEL PARTNERS, 428 UNIVERSITY AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

11/13/2012
(Street)

PALO ALTO, CA 94301
(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     J (1)    152583   A $0.00   152583   I   By Accel Meritech Associates III L.L.C.   (2)
Class A Common Stock   11/13/2012     J (1)    84777   A $0.00   84777   I   By Accel Meritech Investors III L.L.C.   (3)
Class A Common Stock   11/14/2012     J (4)   V 6913883   D $0.00   49698765   I   By Accel IX L.P.   (5)
Class A Common Stock   11/14/2012     J (4)   V 737699   D $0.00   5294863   I   By Accel IX Strategic Partners L.P.   (6)
Class A Common Stock   11/14/2012     J (4)   V 644576   D $0.00   4632980   I   By Accel Investors 2005 L.L.C.   (7)
Class A Common Stock   11/14/2012     C    26052   A $0.00   26052   I   By Accel Growth Fund Investors 2009 L.L.C.   (8)
Class A Common Stock   11/14/2012     J (4)   V 26052   D $0.00   0   I   By Accel Growth Fund Investors 2009 L.L.C.   (8)
Class A Common Stock   11/14/2012     C    38169   A $0.00   38169   I   By Accel Growth Fund Strategic Partners L.P.   (9)
Class A Common Stock   11/14/2012     J (4)   V 38169   D $0.00   0   I   By Accel Growth Fund Strategic Partners L.P.   (9)
Class A Common Stock   11/14/2012     C    1955358   A $0.00   1955358   I   By Accel Growth Fund L.P.   (10)
Class A Common Stock   11/14/2012     J (4)   V 1955358   D $0.00   0   I   By Accel Growth Fund L.P.   (10)
Class A Common Stock   11/14/2012     J (11)   V 152583   D $0.00   0   I   By Accel Meritech Associates III L.L.C.   (2)
Class A Common Stock   11/14/2012     J (11)   V 84777   D $0.00   0   I   By Accel Meritech Investors III L.L.C.   (3)
Class A Common Stock   11/14/2012     J (12)   V 530141   A $0.00   7715792   I   By James W. Breyer as Trustee of the James W. Breyer 2005 Trust dated March 25, 2005   (13)
Class A Common Stock                  704263   I   By James W. Breyer as Trustee of the James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011   (14)

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   (15)   (15) 11/14/2012     C         26052      (15)   (15) Class A Common Stock   (16) 26052   $0.00   37120   I   By Accel Growth Fund Investors 2009 L.L.C.   (8)
Class B Common Stock   (15)   (15) 11/14/2012     C         38169      (15)   (15) Class A Common Stock   (16) 38169   $0.00   54385   I   By Accel Growth Fund Strategic Partners L.P.   (9)
Class B Common Stock   (15)   (15) 11/14/2012     C         1955358      (15)   (15) Class A Common Stock   (16) 1955358   $0.00   2785949   I   By Accel Growth Fund L.P.   (10)
Class B Common Stock   (15)   (15)                    (15)   (15) Class A Common Stock   139144     139144   I   By James W. Breyer as Trustee of the James W. Breyer 2005 Trust dated March 25, 2005   (13)
Class B Common Stock   (15)   (15)                    (15)   (15) Class A Common Stock   15461     15461   I   By James W. Breyer as Trustee of the James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011   (14)

Explanation of Responses:
( 1)  Transactions reported on this form represent pro rata distributions, and not a purchase or sale, of securities by Meritech Capital Associates III L.L.C. and Meritech Capital Affiliates III L.P. to their respective general and limited partners or members without consideration.
( 2)  The reporting person is one of the Managing Members of Accel Meritech Associates III L.L.C. ("AMA III"), and may be deemed to share voting and investment power over the securities held by AMA III. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and 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)  The reporting person is one of the Managing Members of Accel Meritech Investors III L.L.C. ("AMI III"), and may be deemed to share voting and investment power over the securities held by AMA III. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and 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)  Transactions reported on this form represent pro rata distributions, and not a purchase or sale, of securities by Accel IX L.P. ("Accel IX"), Accel IX Strategic Partners L.P. ("Accel SP"), Accel Investors 2005 L.L.C. ("Accel 2005"), Accel Growth Fund Investors 2009 L.L.C. ("Accel Growth 2009"), Accel Growth Fund Strategic Partners L.P. ("Accel Growth SP"), and Accel Growth Fund L.P. ("Accel Growth") to their respective limited and general partners or members without consideration. Distribution transactions were executed pursuant to a plan established in compliance with the requirements of Rule 10b5-1.
( 5)  Accel IX Associates L.L.C. ("A9A"), which is the General Partner of Accel IX, has sole voting and investment power over the securities held by Accel IX. A9A disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, the reporting person is one of the Managing Members of A9A and may be deemed to share voting and investment power over the shares held of record by Accel IX. The reporting person disclaims beneficial ownership of 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.
( 6)  A9A, which is the General Partner of Accel SP, has sole voting and investment power over the securities held by Accel SP. A9A disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, the reporting person is one of the Managing Members of A9A and may be deemed to share voting and investment power over the shares held of record by Accel SP. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and 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.
( 7)  The reporting person is one of the Managing Members of Accel 2005, and may be deemed to share voting and investment power over the securities held by Accel 2005. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and 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)  The reporting person is one of the Managing Members of Accel Growth 2009, and may be deemed to share voting and investment power over the securities held by Accel Growth 2009. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and 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)  Accel Growth Fund Associates L.L.C ("AGFA"), which is the General Partner of Accel Growth SP, has sole voting and investment power over the securities held by Accel Growth SP. AGFA disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, the reporting person is one of the Managing Members of AGFA and may be deemed to share voting and investment power over the shares held of record by Accel Growth SP. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and 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)  AGFA, which is the General Partner of Accel Growth, has sole voting and investment power over the securities held by Accel Growth. AGFA disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, the reporting person is one of the Managing Members of AGFA and may be deemed to share voting and investment power over the shares held of record by Accel Growth. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and 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 AMA III and AMI III to their respective members without consideration.
( 12)  The shares reported on this form represent pro rata distributions, and not a purchase or sale, of securities by Accel IX, Accel SP, Accel 2005, Accel Growth 2009, Accel Growth SP, Accel Growth, AMA III and AMI III to their respective general and limited partners or members without consideration.
( 13)  Shares held of record by James W. Breyer as Trustee of the James W. Breyer 2005 Trust dated March 25, 2005.
( 14)  Shares held of record by James W. Breyer as Trustee of the James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011.
( 15)  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.
( 16)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BREYER JAMES
C/O ACCEL PARTNERS
428 UNIVERSITY AVENUE
PALO ALTO, CA 94301
X



Signatures
/s/ David Kling as attorney-in-fact for James W. Breyer 11/15/2012
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.