Facebook Inc (Form: 4, Received: 03/01/2017 18:34:53)

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	OMB APPROVAL OMB Number: 3235-0287 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 ^* Zuckerberg Mark	2. Issuer Name and Ticker or Trading Symbol Facebook Inc [ FB ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director __ X __ 10% Owner __ X __ Officer (give title below) _____ Other (specify below) COB and CEO
(Last) (First) (Middle) C/O FACEBOOK, INC., 1601 WILLOW ROAD	3. Date of Earliest Transaction (MM/DD/YYYY) 2/27/2017
(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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	2/27/2017		C		73476	A	$0	73476	I	By Chan Zuckerberg Foundation ⁽¹⁾
Class A Common Stock	2/27/2017		S ⁽²⁾		26980	D	$135.4619 ⁽³⁾	46496	I	By Chan Zuckerberg Foundation ⁽¹⁾
Class A Common Stock	2/27/2017		S ⁽²⁾		44496	D	$136.4384 ⁽⁴⁾	2000	I	By Chan Zuckerberg Foundation ⁽¹⁾
Class A Common Stock	2/27/2017		S ⁽²⁾		2000	D	$137.1135 ⁽⁵⁾	0	I	By Chan Zuckerberg Foundation ⁽¹⁾
Class A Common Stock	2/27/2017		S ⁽²⁾		17039	D	$135.4657 ⁽⁶⁾	333130	I	By CZI Holdings, LLC ⁽⁷⁾
Class A Common Stock	2/27/2017		S ⁽²⁾		28783	D	$136.4679 ⁽⁸⁾	304347	I	By CZI Holdings, LLC ⁽⁷⁾
Class A Common Stock	2/27/2017		S ⁽²⁾		100	D	$137.15	304247	I	By CZI Holdings, LLC ⁽⁷⁾
Class A Common Stock	2/27/2017		S ⁽⁹⁾		13613	D	$135.4652 ⁽¹⁰⁾	814257	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 1 Dated 5/8/2014 ⁽¹¹⁾
Class A Common Stock	2/27/2017		S ⁽⁹⁾		22625	D	$136.4531 ⁽¹²⁾	791632	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 1 Dated 5/8/2014 ⁽¹¹⁾
Class A Common Stock	2/27/2017		S ⁽⁹⁾		500	D	$137.126 ⁽¹³⁾	791132	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 1 Dated 5/8/2014 ⁽¹¹⁾
Class A Common Stock	2/27/2017		S ⁽⁹⁾		6889	D	$135.4664 ⁽¹⁴⁾	1132523	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014 ⁽¹⁵⁾
Class A Common Stock	2/27/2017		S ⁽⁹⁾		11480	D	$136.4702 ⁽¹⁶⁾	1121043	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014 ⁽¹⁵⁾
Class A Common Stock	2/27/2017		S ⁽⁹⁾		6872	D	$135.4627 ⁽¹⁷⁾	1228972	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 ⁽¹⁸⁾
Class A Common Stock	2/27/2017		S ⁽⁹⁾		11497	D	$136.4691 ⁽¹⁹⁾	1217475	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 ⁽¹⁸⁾
Class A Common Stock	2/28/2017		C		73618	A	$0	73618	I	By Chan Zuckerberg Foundation ⁽¹⁾
Class A Common Stock	2/28/2017		S ⁽²⁾		34808	D	$135.5556 ⁽²⁰⁾	38810	I	By Chan Zuckerberg Foundation ⁽¹⁾
Class A Common Stock	2/28/2017		S ⁽²⁾		38610	D	$136.0828 ⁽²¹⁾	200	I	By Chan Zuckerberg Foundation ⁽¹⁾
Class A Common Stock	2/28/2017		S ⁽²⁾		200	D	$136.795 ⁽²²⁾	0	I	By Chan Zuckerberg Foundation ⁽¹⁾
Class A Common Stock	2/28/2017		S ⁽²⁾		23139	D	$135.5718 ⁽²³⁾	281108	I	By CZI Holdings, LLC ⁽⁷⁾
Class A Common Stock	2/28/2017		S ⁽²⁾		22871	D	$136.1075 ⁽²⁴⁾	258237	I	By CZI Holdings, LLC ⁽⁷⁾
Class A Common Stock	2/28/2017		S ⁽⁹⁾		20145	D	$135.5923 ⁽²⁵⁾	770987	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 1 Dated 5/8/2014 ⁽¹¹⁾
Class A Common Stock	2/28/2017		S ⁽⁹⁾		16663	D	$136.1326 ⁽²⁶⁾	754324	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 1 Dated 5/8/2014 ⁽¹¹⁾
Class A Common Stock	2/28/2017		S ⁽⁹⁾		9603	D	$135.5886 ⁽²⁷⁾	1111440	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014 ⁽¹⁵⁾
Class A Common Stock	2/28/2017		S ⁽⁹⁾		8800	D	$136.1291 ⁽²⁸⁾	1102640	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014 ⁽¹⁵⁾
Class A Common Stock	2/28/2017		S ⁽⁹⁾		10987	D	$135.6275 ⁽²⁹⁾	1206488	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 ⁽¹⁸⁾
Class A Common Stock	2/28/2017		S ⁽⁹⁾		7416	D	$136.1683 ⁽³⁰⁾	1199072	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 ⁽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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock ⁽³¹⁾	⁽³¹⁾	2/27/2017		C			73476	⁽³¹⁾	⁽³¹⁾	Class A Common Stock	73476	$0	4375478	I	By Chan Zuckerberg Foundation ⁽¹⁾
Class B Common Stock ⁽³¹⁾	⁽³¹⁾	2/28/2017		C			73618	⁽³¹⁾	⁽³¹⁾	Class A Common Stock	73618	$0	4301860	I	By Chan Zuckerberg Foundation ⁽¹⁾
Class B Common Stock ⁽³¹⁾	⁽³¹⁾							⁽³¹⁾	⁽³¹⁾	Class A Common Stock	5207492		5207492	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 ⁽³²⁾
Class B Common Stock ⁽³¹⁾	⁽³¹⁾							⁽³¹⁾	⁽³¹⁾	Class A Common Stock	401687563		401687563	I	By CZI Holdings, LLC ⁽⁷⁾

Explanation of Responses:
(1)	Shares held of record by Mark Zuckerberg, Trustee and Settlor of the Chan Zuckerberg Foundation ("CZ Foundation").
(2)	The sales reported were effected by CZ Foundation and CZI Holdings, LLC ("CZI"), as applicable, pursuant to their Rule 10b5-1trading plans. These sales are part of Mr. Zuckerberg's previously-announced plan to gift or otherwise direct substantially all of his shares of Facebook stock, or the net after-tax proceeds from sales of such shares, to further the mission of advancing human potential and promoting equality by means of philanthropic, public advocacy, and other activities for the public good, with such plan to sell or gift no more than $1 billion of Facebook stock each year through 2018.
(3)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $135.06 to $136.01 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 $136.08 to $137.05 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)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $137.06 to $137.17 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.
(6)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $135.08 to $136.07 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.
(7)	Shares held of record by CZI. Mark Zuckerberg, Trustee of The Mark Zuckerberg Trust dated July 7, 2006 ("2006 Trust") is the sole member of CZI. Mr. Zuckerberg is the sole trustee of the 2006 Trust and, therefore, is deemed to have sole voting and investment power over the securities held by CZI.
(8)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $136.15 to $137.14 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.
(9)	The sales reported were effected by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 1, dated 5/8/2014, Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 2, dated 5/8/2014 and Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 3, dated 5/8/2014, as applicable, pursuant to their Rule 10b5-1 trading plans.
(10)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $135.08 to $136.05 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.
(11)	Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 1, dated 5/8/2014.
(12)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $136.12 to $137.11 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.
(13)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $137.12 to $137.14 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.
(14)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $135.10 to $136.00 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.
(15)	Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 2, dated 5/8/2014.
(16)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $136.14 to $137.12 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.
(17)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $135.10 to $135.98 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.
(18)	Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 3, dated 5/8/2014.
(19)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $136.15 to $137.12 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.
(20)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $134.78 to $135.77 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.
(21)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $135.78 to $136.77 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.
(22)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $136.79 to $136.80 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.
(23)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $134.82 to $135.81 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.
(24)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $135.82 to $136.77 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.
(25)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $134.89 to $135.88 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.
(26)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $135.885 to $136.77 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.
(27)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $134.87 to $135.86 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.
(28)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $135.87 to $136.77 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.
(29)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $134.95 to $135.94 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.
(30)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $135.95 to $136.77 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.
(31)	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.
(32)	Shares held of record by Mark Zuckerberg, Trustee of the 2006 Trust.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Zuckerberg Mark C/O FACEBOOK, INC. 1601 WILLOW ROAD MENLO PARK, CA 94025	X	X	COB and CEO

Signatures
/s/ Michael Johnson as attorney-in-fact for Mark Zuckerberg		3/1/2017
^** Signature of Reporting Person		Date

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