Facebook Inc (Form: 3, Received: 05/17/2012 20:24:16)

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 ^*
DST USA Ltd
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)
C/O TULLOCH & CO., 4 HILL STREET
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)
LONDON, X0 W1J 5NE

(City)              (State)              (Zip) 5. If Amendment, Date Original Filed (MM/DD/YYYY)

6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_ X _ 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)

Class A Common Stock 3945582 D ⁽¹⁾

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

Class B Common Stock ⁽²⁾ ⁽³⁾ Class A Common Stock 13490139 ⁽²⁾ D ⁽¹⁾

Series A Preferred Stock ⁽²⁾ ⁽³⁾ Class B Common Stock 3630428 ⁽²⁾ D ⁽¹⁾

Series E Preferred Stock ⁽²⁾ ⁽³⁾ Class B Common Stock 7169880 ⁽²⁾ D ⁽¹⁾

Explanation of Responses:

(1) These shares are owned directly by DST USA Limited, whose majority ordinary shareholder is DST Holdings Limited, whose majority ordinary shareholder is United Venture Limited, a wholly-owned subsidiary of Orland Properties Limited, which is controlled by The Yury Milner Trust. Each reporting person other than DST USA Limited and The Yury Milner Trust may be deemed to have an indirect pecuniary interest in the shares but disclaims beneficial ownership.

(2) The Series A Preferred Stock and Series E Preferred Stock will automatically convert into shares of Class B Common Stock on a l-for-1 basis in connection with consummation of an initial public offering. The Class B Common Stock is convertible on a l-for-1 basis into shares of Class A Common stock (i) at any time at the option of the holder, and (ii) mandatorily upon the occurrence of specified events.

(3) No expiration date.

Remarks:
Exhibit List:

Exhibit 99 - Joint Filer Information

Reporting Owners

Reporting Owner Name / Address Relationships

Director 10% Owner Officer Other

DST USA Ltd
C/O TULLOCH & CO., 4 HILL STREET
LONDON, X0 W1J 5NE
X

DST Holdings Ltd
C/O TULLOCH & CO., 4 HILL STREET
LONDON, X0 W1J 5NE
X

United Venture Ltd
C/O TULLOCH & CO., 4 HILL STREET
LONDON, X0 W1J 5NE
X

Orland Properties Ltd
C/O TULLOCH & CO., 4 HILL STREET
LONDON, X0 W1J 5NE
X

Channel Trustees Ltd as trustee of the Yury Milner Trust
C/O TULLOCH & CO., 4 HILL STREET
LONDON, X0 W1J 5NE
X

Signatures

DST USA Limited, By: DST Holdings Limited, its manager, By: /s/ Alastair Tulloch, Secretary 5/17/2012

^** Signature of Reporting Person Date

DST Holdings Limited, By: /s/ Alastair Tulloch, Secretary 5/17/2012

^** Signature of Reporting Person Date

United Venture Limited, By: /s/ Alastair Tulloch, Secretary 5/17/2012

^** Signature of Reporting Person Date

Orland Properties Limited, By: /s/ Alastair Tulloch, Secretary 5/17/2012

^** Signature of Reporting Person Date

The Yury Milner Trust, By: /s/ Alastair Tulloch, Trustee 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 I - Non-Derivative Securities Beneficially Owned
Class A Common Stock	3945582	D ⁽¹⁾

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
Class B Common Stock	⁽²⁾	⁽³⁾	Class A Common Stock	13490139	⁽²⁾	D ⁽¹⁾
Series A Preferred Stock	⁽²⁾	⁽³⁾	Class B Common Stock	3630428	⁽²⁾	D ⁽¹⁾
Series E Preferred Stock	⁽²⁾	⁽³⁾	Class B Common Stock	7169880	⁽²⁾	D ⁽¹⁾

                                                                      Exhibit 99



                         Form 3 Joint Filer Information

Names:                            DST USA Limited
                                  DST Holdings Limited
                                  United Venture Limited
                                  Orland Properties Limited

Address:                          c/o Tulloch & Co.
                                  4 Hill Street
                                  London W1J 5NE
                                  United Kingdom

Designated Filer:                 DST USA Limited

Issuer & Ticker Symbol:           Facebook, Inc. (FB)

Date of Event Requiring
Statement:                        5/17/12

Signature:                        /s/ Alastair Tulloch
                                  ---------------------------------------------
                                  Secretary


Name:                             The Yury Milner Trust

Address:                          c/o Tulloch & Co.
                                  4 Hill Street
                                  London W1J 5NE
                                  United Kingdom

Designated Filer:                 DST USA Limited

Issuer & Ticker Symbol:           Facebook, Inc. (FB)

Date of Event Requiring
Statement:                        5/17/12

Signature:                        /s/ Alastair Tulloch
                                  ---------------------------------------------
                                  Trustee

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)
Class A Common Stock	3945582	D ⁽¹⁾

*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)
Class B Common Stock	⁽²⁾	⁽³⁾	Class A Common Stock	13490139	⁽²⁾	D ⁽¹⁾
Series A Preferred Stock	⁽²⁾	⁽³⁾	Class B Common Stock	3630428	⁽²⁾	D ⁽¹⁾
Series E Preferred Stock	⁽²⁾	⁽³⁾	Class B Common Stock	7169880	⁽²⁾	D ⁽¹⁾

Explanation of Responses:
(1)	These shares are owned directly by DST USA Limited, whose majority ordinary shareholder is DST Holdings Limited, whose majority ordinary shareholder is United Venture Limited, a wholly-owned subsidiary of Orland Properties Limited, which is controlled by The Yury Milner Trust. Each reporting person other than DST USA Limited and The Yury Milner Trust may be deemed to have an indirect pecuniary interest in the shares but disclaims beneficial ownership.
(2)	The Series A Preferred Stock and Series E Preferred Stock will automatically convert into shares of Class B Common Stock on a l-for-1 basis in connection with consummation of an initial public offering. The Class B Common Stock is convertible on a l-for-1 basis into shares of Class A Common stock (i) at any time at the option of the holder, and (ii) mandatorily upon the occurrence of specified events.
(3)	No expiration date.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DST USA Ltd C/O TULLOCH & CO., 4 HILL STREET LONDON, X0 W1J 5NE		X
DST Holdings Ltd C/O TULLOCH & CO., 4 HILL STREET LONDON, X0 W1J 5NE		X
United Venture Ltd C/O TULLOCH & CO., 4 HILL STREET LONDON, X0 W1J 5NE		X
Orland Properties Ltd C/O TULLOCH & CO., 4 HILL STREET LONDON, X0 W1J 5NE		X
Channel Trustees Ltd as trustee of the Yury Milner Trust C/O TULLOCH & CO., 4 HILL STREET LONDON, X0 W1J 5NE		X

Signatures
DST USA Limited, By: DST Holdings Limited, its manager, By: /s/ Alastair Tulloch, Secretary		5/17/2012
^** Signature of Reporting Person		Date
DST Holdings Limited, By: /s/ Alastair Tulloch, Secretary		5/17/2012
^** Signature of Reporting Person		Date
United Venture Limited, By: /s/ Alastair Tulloch, Secretary		5/17/2012
^** Signature of Reporting Person		Date
Orland Properties Limited, By: /s/ Alastair Tulloch, Secretary		5/17/2012
^** Signature of Reporting Person		Date
The Yury Milner Trust, By: /s/ Alastair Tulloch, Trustee		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.