Facebook Inc (Form: 3, Received: 05/17/2012 17:06:17)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	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 ^*
Rothschild Jeffrey
2. Date of Event Requiring Statement (MM/DD/YYYY) 5/17/2012
3. Issuer Name and Ticker or Trading Symbol
Facebook Inc [FB]

(Last)        (First)        (Middle)
P.O. BOX 2929
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)
SAN FRANCISCO, CA 94126

(City)              (State)              (Zip) 5. 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 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)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security
(Instr. 4) 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 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 Units ⁽²⁾ ⁽²⁾ Class B common stock ⁽¹⁾ 525940 $0 D

Restricted Stock Units ⁽³⁾ ⁽³⁾ Class B common stock ⁽¹⁾ 66320 $0 D

Restricted Stock Units ⁽⁴⁾ ⁽⁴⁾ Class B common stock ⁽¹⁾ 29540 $0 D

Class B common stock ⁽¹⁾ ⁽¹⁾ Class A common stock 19177130 ⁽¹⁾ I By trust ⁽⁵⁾

Class B common stock ⁽¹⁾ ⁽¹⁾ Class A common stock 1188190 ⁽¹⁾ I By trust ⁽⁶⁾

Class B common stock ⁽¹⁾ ⁽¹⁾ Class A common stock 2000000 ⁽¹⁾ I By trust ⁽⁷⁾

Class B common stock ⁽¹⁾ ⁽¹⁾ Class A common stock 2000000 ⁽¹⁾ I By trust ⁽⁸⁾

Explanation of Responses:

(1) The Class B common stock is convertible into Class A common stock at any time on a one-for-one basis and has no expiration date.

(2) Each restricted stock unit represents a contingent right to receive one share of Class B common stock. The restricted stock units are vested as to 438,280 shares; the remaining shares vest at a rate of 1/48th of the total number of shares underlying the restricted stock units on the first day of each month thereafter. Vested shares will be delivered to the reporting person six months following the completion of Issuer's initial public offering.

(3) Each restricted stock unit represents a contingent right to receive one share of Class B common stock. The restricted stock units are vested as to 37,305 shares; the remaining shares vest at a rate of 1/16th of the total number of shares underlying the restricted stock units on each quarter thereafter, beginning on August 15, 2012. Vested shares will be delivered to the reporting person six months following the completion of Issuer's initial public offering.

(4) Each restricted stock unit represents a contingent right to receive one share of Class B common stock. The restricted stock units vest at a rate of 1/16th of the total number of shares underlying the restricted stock units on each quarter, beginning on January 15, 2013.

(5) Shares held of record by Jeffrey J. Rothschild and Marieke H. Rothschild as Trustees of the Jeffrey and Marieke Rothschild Revocable Living Trust Created UTA dated September 11, 2003 fbo Jeffrey J. Rothschild.

(6) Shares held of record by John Colgrove, as Trustee of the Rothschild Irrevocable Children's Trust created UTA dated April 23, 2008.

(7) Shares held of record by Jeffrey J. Rothschild, as Trustee of the Jeffrey J. Rothschild 2011 Annuity Trust dated November 29, 2011.

(8) Shares held of record by Marieke H. Rothschild, as Trustee of the Marieke H. Rothschild 2011 Annuity Trust dated November 29, 2011.

Remarks:
Exhibit 24.1: Power of Attorney

Reporting Owners

Reporting Owner Name / Address Relationships

Director 10% Owner Officer Other

Rothschild Jeffrey
P.O. BOX 2929
SAN FRANCISCO, CA 94126
X

Signatures

/s/ Rakesh Mehta, by Power of Attorney for Jeffrey J. Rothschild 5/17/2012

^** 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 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).

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.

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
Restricted Stock Units	⁽²⁾	⁽²⁾	Class B common stock ⁽¹⁾	525940	$0	D
Restricted Stock Units	⁽³⁾	⁽³⁾	Class B common stock ⁽¹⁾	66320	$0	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Class B common stock ⁽¹⁾	29540	$0	D
Class B common stock	⁽¹⁾	⁽¹⁾	Class A common stock	19177130	⁽¹⁾	I	By trust ⁽⁵⁾
Class B common stock	⁽¹⁾	⁽¹⁾	Class A common stock	1188190	⁽¹⁾	I	By trust ⁽⁶⁾
Class B common stock	⁽¹⁾	⁽¹⁾	Class A common stock	2000000	⁽¹⁾	I	By trust ⁽⁷⁾
Class B common stock	⁽¹⁾	⁽¹⁾	Class A common stock	2000000	⁽¹⁾	I	By trust ⁽⁸⁾

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Divesh Makan and Rakesh


Mehta, and each of them, his true and lawful attorney-in-fact to:

(1)     execute for and on behalf of the undersigned, in the undersigned's
capacity as a person who beneficially holds more than 10% of the Class A
stock of Facebook, Inc. (the "Company"), Forms 3, Forms 4 and Forms 5 in
accordance with Section 16(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the rules thereunder;

(2)     do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute
any such Forms 3, Forms 4 or Forms 5 and timely file any such forms with
the United States Securities and Exchange Commission and any other
authority; and

(3)     take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned, pursuant to this Power of
Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in his or her discretion.

The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power
of substitution or revocation, hereby ratifying and confirming all that
such attorney-in-fact, or his or her substitute or substitutes, shall
lawfully do or cause to be done pursuant to this power of attorney.  The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving
in such capacity at the request of the undersigned, are not assuming, nor
is the Company assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, Forms 4, and Forms 5
with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the attorneys-in-fact.

The undersigned has caused this Power of Attorney to be executed as of
this 17 day of May, 2012.


/s/ Jeffrey Rothschild

Jeffrey Rothschild

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)

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		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)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	⁽²⁾	⁽²⁾	Class B common stock ⁽¹⁾	525940	$0	D
Restricted Stock Units	⁽³⁾	⁽³⁾	Class B common stock ⁽¹⁾	66320	$0	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Class B common stock ⁽¹⁾	29540	$0	D
Class B common stock	⁽¹⁾	⁽¹⁾	Class A common stock	19177130	⁽¹⁾	I	By trust ⁽⁵⁾
Class B common stock	⁽¹⁾	⁽¹⁾	Class A common stock	1188190	⁽¹⁾	I	By trust ⁽⁶⁾
Class B common stock	⁽¹⁾	⁽¹⁾	Class A common stock	2000000	⁽¹⁾	I	By trust ⁽⁷⁾
Class B common stock	⁽¹⁾	⁽¹⁾	Class A common stock	2000000	⁽¹⁾	I	By trust ⁽⁸⁾

Explanation of Responses:
(1)	The Class B common stock is convertible into Class A common stock at any time on a one-for-one basis and has no expiration date.
(2)	Each restricted stock unit represents a contingent right to receive one share of Class B common stock. The restricted stock units are vested as to 438,280 shares; the remaining shares vest at a rate of 1/48th of the total number of shares underlying the restricted stock units on the first day of each month thereafter. Vested shares will be delivered to the reporting person six months following the completion of Issuer's initial public offering.
(3)	Each restricted stock unit represents a contingent right to receive one share of Class B common stock. The restricted stock units are vested as to 37,305 shares; the remaining shares vest at a rate of 1/16th of the total number of shares underlying the restricted stock units on each quarter thereafter, beginning on August 15, 2012. Vested shares will be delivered to the reporting person six months following the completion of Issuer's initial public offering.
(4)	Each restricted stock unit represents a contingent right to receive one share of Class B common stock. The restricted stock units vest at a rate of 1/16th of the total number of shares underlying the restricted stock units on each quarter, beginning on January 15, 2013.
(5)	Shares held of record by Jeffrey J. Rothschild and Marieke H. Rothschild as Trustees of the Jeffrey and Marieke Rothschild Revocable Living Trust Created UTA dated September 11, 2003 fbo Jeffrey J. Rothschild.
(6)	Shares held of record by John Colgrove, as Trustee of the Rothschild Irrevocable Children's Trust created UTA dated April 23, 2008.
(7)	Shares held of record by Jeffrey J. Rothschild, as Trustee of the Jeffrey J. Rothschild 2011 Annuity Trust dated November 29, 2011.
(8)	Shares held of record by Marieke H. Rothschild, as Trustee of the Marieke H. Rothschild 2011 Annuity Trust dated November 29, 2011.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Rothschild Jeffrey P.O. BOX 2929 SAN FRANCISCO, CA 94126		X

Signatures
/s/ Rakesh Mehta, by Power of Attorney for Jeffrey J. Rothschild		5/17/2012
^** 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 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).
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.