FORM 4
[ X ] 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 *

MICROSOFT CORP 		2. Issuer Name and Ticker or Trading Symbol

Facebook Inc [ FB ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

ONE MICROSOFT WAY 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/22/2012
(Street)

REDMOND, WA 98052-6399
(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   5/22/2012     C    6556925   A   (1) 6556925   D  
 
Class A Common Stock   5/22/2012     S    6556925   D $37.582   0   D  
 

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
Series D Preferred Stock   (2)   (2) 5/22/2012     C         32377940      (2)   (2) Class B Common Stock   32784639     (2) 0   D  
 
Class B Common Stock   (3)   (2) (3) 5/22/2012     C      32784639         (3)   (3) Class A Common Stock   32784639     (2) (3) 32784639   D  
 
Class B Common Stock   (4)   (3) 5/22/2012     C         6556925      (3)   (3) Class A Common Stock   6556925     (3) 26227714   D  
 

Explanation of Responses:
(1)  Converted from shares of Class B Common Stock into Class A Common Stock on a one-for-one basis.
(2)  Each of the 32,377,940 shares of Series D Preferred Stock held by Microsoft Corporation converted into 1.012561 Class B Common shares upon the closing of the Issuer's initial public offering; the Class B Common is convertible into Class A Common Stock at any time on a one-for-one basis and this conversion right has no expiration date.
(3)  Class B Common is convertible into Class A Common Stock at any time on a one-for-one basis and this conversion right has no expiration date.
(4)  Following the conversion described in (2) above, Microsoft converted 6,556,925 Class B Common Shares into Class A Common Stock, as reflected here and in the first entry in Table I.

Remarks:
This Form 4 reflects the following transactions involving Microsoft Corporation ("Microsoft") in connection with the closing of the firm commitment public offering ("IPO") by Facebook, Inc. ("Facebook"): (1) the automatic conversion of Microsoft's Facebook Series D Preferred Stock into shares of Facebook Class B Common Stock, (2) Microsoft's subsequent conversion of certain of such shares of Facebook Class B Common Stock into shares of Facebook Class A Common Stock, and (3) Microsoft's subsequent sale of such shares of Facebook Class A Common Stock in connection with the IPO.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MICROSOFT CORP
ONE MICROSOFT WAY
REDMOND, WA 98052-6399
X


Signatures
Keith R. Dolliver, Assistant Secretary for Microsoft Corporation 5/22/2012
** 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.