Facebook Inc (Form: 4, Received: 08/20/2012 17:07:41)

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 ^* THIEL PETER	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 (MM/DD/YYYY) 8/16/2012
(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)
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	8/16/2012		S ⁽¹⁾		1898456	D	$19.98 ⁽²⁾	1529138	I	By The Founders Fund, LP ⁽³⁾
Class A Common Stock	8/16/2012		S ⁽¹⁾		2558	D	$20.69 ⁽⁴⁾	1526580	I	By The Founders Fund, LP ⁽³⁾
Class A Common Stock	8/16/2012		S ⁽¹⁾		239791	D	$19.98 ⁽²⁾	501169	I	By The Founders Fund II, LP ⁽⁵⁾
Class A Common Stock	8/16/2012		S ⁽¹⁾		324	D	$20.69 ⁽⁴⁾	500845	I	By The Founders Fund II, LP ⁽⁵⁾
Class A Common Stock	8/16/2012		S ⁽¹⁾		11858	D	$19.98 ⁽²⁾	24782	I	By The Founders Fund II Principals Fund, LP ⁽⁶⁾
Class A Common Stock	8/16/2012		S ⁽¹⁾		16	D	$20.69 ⁽⁴⁾	24766	I	By The Founders Fund II Principals Fund, LP ⁽⁶⁾
Class A Common Stock	8/16/2012		S ⁽¹⁾		7248	D	$19.98 ⁽²⁾	15152	I	By The Founders Fund II Entrepreneurs Fund, LP ⁽⁷⁾
Class A Common Stock	8/16/2012		S ⁽¹⁾		11	D	$20.69 ⁽⁴⁾	15141	I	By The Founders Fund II Entrepreneurs Fund, LP ⁽⁷⁾
Class A Common Stock	8/16/2012		S ⁽¹⁾		10639320	D	$19.98 ⁽²⁾	7942581	I	By Rivendell One LLC ⁽⁸⁾
Class A Common Stock	8/16/2012		S ⁽¹⁾		14341	D	$20.69 ⁽⁴⁾	7928240	I	By Rivendell One LLC ⁽⁸⁾
Class A Common Stock	8/16/2012		S ⁽¹⁾		185826	D	$19.98 ⁽²⁾	4884464	I	By Lembas, LLC ⁽⁹⁾
Class A Common Stock	8/16/2012		S ⁽¹⁾		251	D	$20.69 ⁽⁴⁾	4884213	I	By Lembas, LLC ⁽⁹⁾
Class A Common Stock	8/16/2012		J ⁽¹⁰⁾	V	2235135	D	$0.00	2649078	I	By Lembas, LLC ⁽⁹⁾
Class A Common Stock	8/17/2012		S ⁽¹⁾		1022699	D	$19.27 ⁽¹¹⁾	503881	I	By The Founders Fund, LP ⁽³⁾
Class A Common Stock	8/17/2012		S ⁽¹⁾		9415	D	$20.06 ⁽¹²⁾	494466	I	By The Founders Fund, LP ⁽³⁾
Class A Common Stock	8/17/2012		S ⁽¹⁾		129397	D	$19.27 ⁽¹¹⁾	371448	I	By The Founders Fund II, LP ⁽⁵⁾
Class A Common Stock	8/17/2012		S ⁽¹⁾		968	D	$20.06 ⁽¹²⁾	370480	I	By The Founders Fund II, LP ⁽⁵⁾
Class A Common Stock	8/17/2012		S ⁽¹⁾		6388	D	$19.27 ⁽¹¹⁾	18378	I	By The Founders Fund II Principals Fund, LP ⁽⁶⁾
Class A Common Stock	8/17/2012		S ⁽¹⁾		58	D	$20.06 ⁽¹²⁾	18320	I	By The Founders Fund II Principals Fund, LP ⁽⁶⁾
Class A Common Stock	8/17/2012		S ⁽¹⁾		3903	D	$19.27 ⁽¹¹⁾	11238	I	By The Founders Fund II Entrepreneurs Fund, LP ⁽⁷⁾
Class A Common Stock	8/17/2012		S ⁽¹⁾		38	D	$20.06 ⁽¹²⁾	11200	I	By The Founders Fund II Entrepreneurs Fund, LP ⁽⁷⁾
Class A Common Stock	8/17/2012		S ⁽¹⁾		5731995	D	$19.27 ⁽¹¹⁾	2196245	I	By Rivendell One LLC ⁽⁸⁾
Class A Common Stock	8/17/2012		S ⁽¹⁾		52179	D	$20.06 ⁽¹²⁾	2144066	I	By Rivendell One LLC ⁽⁸⁾
Class A Common Stock	8/17/2012		S ⁽¹⁾		100118	D	$19.27 ⁽¹¹⁾	2548960	I	By Lembas, LLC ⁽⁹⁾
Class A Common Stock	8/17/2012		S ⁽¹⁾		910	D	$20.06 ⁽¹²⁾	2548050	I	By Lembas, LLC ⁽⁹⁾

*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)

Explanation of Responses:
(1)	The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 18, 2012.
(2)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.69 to $20.68 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 (2).
(3)	The reporting person is one of the Managers of The Founder's Fund Management, LLC, which is the General Partner of The Founders Fund, LP ("FF"), and may be deemed to share voting and investment power over the securities held by FF. 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.69 to $20.70 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).
(5)	The reporting person is one of the Managing Members of The Founder's Fund II Management, LLC ("FF II Management"), which is the General Partner of The Founders Fund II, LP ("FF II"), and may be deemed to share voting and investment power over the securities held by FF 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.
(6)	The reporting person is one of the Managing Members of FF II Management, which is the General Partner of The Founders Fund II Principals Fund, LP ("FFPF"), and may be deemed to share voting and investment power over the securities held by FFPF. 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.
(7)	The reporting person is one of the Managing Members of FF II Management, which is the General Partner of The Founders Fund II Entrepreneurs Fund, LP ("FFEF"), and may be deemed to share voting and investment power over the securities held by FFEF. 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)	The reporting person is the beneficial owner of Rivendell One LLC ("Rivendell"), and has sole voting and investment power over the securities held by Rivendell.
(9)	The reporting person is the Manager and a Member of Lembas, LLC ("Lembas"), and has sole voting and investment power over the securities held by Lembas. 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.
(10)	The shares reported on this Form 4 represent pro rata distributions, and not a purchase or sale of the shares, by Lembas, LLC to its members who are not affiliates of the issuer, without consideration.
(11)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.02 to $20.01 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 (11).
(12)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.02 to $20.07 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 (12).

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

Signatures
/s/ Michael Johnson as attorney-in-fact for Peter A. Thiel		8/20/2012
^** 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).
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