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 *

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                      __ X __ 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)

8/16/2012
(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   8/16/2012     J (1)   V 49698765   D $0.00   56612648   I   By Accel IX L.P.   (2)
Class A Common Stock   8/16/2012     J (1)   V 5294863   D $0.00   6032562   I   By Accel IX Strategic Partners L.P.   (3)
Class A Common Stock   8/16/2012     C    2785949   A $0.00   2785949   I   By Accel Growth Fund L.P.   (4)
Class A Common Stock   8/16/2012     J (1)   V 2785949   D $0.00   0   I   By Accel Growth Fund L.P.   (4)
Class A Common Stock   8/16/2012     C    54385   A $0.00   54385   I   By Accel Growth Fund Strategic Partners L.P.   (5)
Class A Common Stock   8/16/2012     J (1)   V 54385   D $0.00   0   I   By Accel Growth Fund Strategic Partners L.P.   (5)
Class A Common Stock   8/16/2012     J (1)   V 724144   A $0.00   724144   I   By Accel Growth Fund Associates L.L.C.   (6)
Class A Common Stock   8/16/2012     J (1)   V 16491451   A $0.00   16491451   I   By Accel IX Associates L.L.C.   (7)
Class A Common Stock   8/16/2012     J (8)    176416   A $0.00   176416   I   By Accel Meritech Associates III L.L.C.   (9)
Class A Common Stock   8/16/2012     J (8)    98018   A $0.00   98018   I   By Accel Meritech Investors III L.L.C.   (10)
Class A Common Stock                  9910536   I   By Accel Investors 2005 L.L.C.   (11)
Class A Common Stock                  7468718   I   By James W. Breyer as Trustee of James W. Breyer 2005 Trust dated March 25, 2005   (12)
Class A Common Stock                  704263   I   By James W. Breyer as Trustee of James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011   (13)

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   (14)   (14) 8/16/2012     C         2785949      (14)   (14) Class A Common Stock   (15) 2785949   $0.00   4741307   I   By Accel Growth Fund L.P.   (4)
Class B Common Stock   (14)   (14) 8/16/2012     C         54385      (14)   (14) Class A Common Stock   (15) 54385   $0.00   92544   I   By Accel Growth Fund Strategic Partners L.P.   (5)
Class B Common Stock   (14)   (14)                    (14)   (14) Class A Common Stock   100292     100292   I   By Accel Growth Fund Investors 2009 L.L.C.   (16)
Class B Common Stock   (14)   (14)                    (14)   (14) Class A Common Stock   139144     139144   I   By James W. Breyer as Trustee of James W. Breyer 2005 Trust dated March 25, 2005   (12)
Class B Common Stock   (14)   (14)                    (14)   (14) Class A Common Stock   15461     15461   I   By James W. Breyer as Trustee of James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011   (13)

Explanation of Responses:
(1)  Transactions reported on this form represent pro rata distributions, and not a purchase or sale of securities, by Accel IX L.P., Accel IX Strategic Partners L.P., Accel Growth Fund L.P. and Accel Growth Fund Strategic Partners L.P. to their respective general and limited partners or members without consideration. Distribution transactions were executed pursuant to a plan established in compliance with the requirements of Rule 10b5-1.
(2)  The reporting person is one of the Managing Members of Accel IX Associates L.L.C. ("A9A"), which is the General Partner of Accel IX L.P. ("Accel IX"), and may be deemed to share voting and investment power over the securities held by Accel IX. 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 A9A, which is the General Partner of Accel IX Strategic Partners L.P. ("Accel SP"), and may be deemed to share voting and investment power over the securities held 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.
(4)  The reporting person is one of the Managing Members of Accel Growth Fund Associates L.L.C ("AGFA"), which is the General Partner of Accel Growth Fund L.P. ("Accel Growth"), and may be deemed to share voting and investment power over the securities held 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.
(5)  The reporting person is one of the Managing Members of AGFA, which is the General Partner of Accel Growth Fund Strategic Partners L.P. ("Accel Growth SP"), and may be deemed to share voting and investment power over the securities held 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.
(6)  The reporting person is one of the Managing Members of AGFA and may be deemed to share voting and investment power over the securities held by AGFA. 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 A9A, and may be deemed to share voting and investment power over the securities held by A9A. 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)  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.
(9)  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.
(10)  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 AMI 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.
(11)  The reporting person is one of the Managing Members of Accel Investors 2005 L.L.C. ("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.
(12)  Shares held of record by James W. Breyer as Trustee of the James W. Breyer 2005 Trust dated March 25, 2005.
(13)  Shares held of record by James W. Breyer as Trustee of the James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011.
(14)  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.
(15)  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.
(16)  The reporting person is one of the Managing Members of Accel Growth Fund Investors 2009 L.L.C. ("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.

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 X


Signatures
/s/ Michael Johnson as attorney-in-fact for James W. Breyer 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).
** 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.