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
                                                                                  
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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 *

Andreessen Marc L 		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 ANDREESSEN HOROWITZ, 2865 SAND HILL RD., STE. 101 		3. Date of Earliest Transaction (MM/DD/YYYY)

11/6/2017
(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)
Code V Amount (A) or (D) Price
Class A Common Stock   11/2/2017     J (1)   V 142000   D $0   103935   I   By Andreessen Horowitz Fund III, L.P., as Nominee   (2)
Class A Common Stock   11/2/2017     J (1)   V 1409   A $0   1409   I   By AH Equity Partners III, L.L.C.   (3)
Class A Common Stock   11/2/2017     J (1)   V 702   A $0   702   I   By the LAMA Community Trust   (4)
Class A Common Stock   11/2/2017     J (5)   V 170205   D $0   0   I   By AH Parallel Fund III, L.P., as Nominee   (6)
Class A Common Stock   11/2/2017     J (5)   V 838   A $0   1540   I   By the LAMA Community Trust   (4)
Class A Common Stock   11/2/2017     J (5)   V 1700   A $0   1700   I   By AH Equity Partners III (Parallel), L.L.C.   (7)
Class A Common Stock   11/2/2017     J (8)   V 1409   D $0   0   I   By AH Equity Partners III, L.L.C.   (3)
Class A Common Stock   11/2/2017     J (8)   V 311   A $0   1851   I   By the LAMA Community Trust   (4)
Class A Common Stock   11/2/2017     J (8)   V 36   A $0   36   I   By AH Capital Management, L.L.C.   (9)
Class A Common Stock   11/2/2017     J (10)   V 1700   D $0   0   I   By AH Equity Partners III (Parallel), L.L.C.   (7)
Class A Common Stock   11/2/2017     J (10)   V 376   A $0   2227   I   By the LAMA Community Trust   (4)
Class A Common Stock   11/2/2017     J (10)   V 38   A $0   74   I   By AH Capital Management, L.L.C.   (9)
Class A Common Stock   11/6/2017     S    74   D $179.07   0   I   By AH Capital Management, L.L.C.   (9)
Class A Common Stock                  175165   I   By The Andreessen 1996 Living Trust   (11)

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

Explanation of Responses:
(1)  The shares reported on this form represent pro rata distributions, and not a purchase or sale, of securities by Andreessen Horowitz Fund III, L.P., as nominee ("AH Fund III") to the general and limited partners or members and assignees of the funds for which it acts as nominee without consideration.
(2)  The reporting person is one of the Managing Members of AH Equity Partners III, L.L.C. ("AHEP III"), which is the General Partner of AH Fund III, and may be deemed to share voting and investment power over the securities held by AH Fund 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.
(3)  The reporting person is one of the Managing Members of AHEP III, and may be deemed to share voting and investment power over the securities held by AHEP III. 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 reporting person and his spouse are the trustees of the LAMA Community Trust.
(5)  The shares reported on this form represent pro rata distributions, and not a purchase or sale, of securities by AH Parallel Fund III, L.P., as nominee ("AHPF III") to the general and limited partners or members and assignees of the funds for which it acts as nominee without consideration.
(6)  The reporting person is one of the Managing Members of AH Equity Partners III (Parallel), L.L.C. ("AHEP III (Parallel)"), which is the General Partner of AHPF III, and may be deemed to share voting and investment power over the securities held by AHPF 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.
(7)  The reporting person is one of the Managing Members of AHEP III (Parallel), and may be deemed to share voting and investment power over the securities held by AHEP III (Parallel). 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 shares reported on this form represent pro rata distributions, and not a purchase or sale, of securities by AHEP III to its partners without consideration.
(9)  The reporting person is one of the Managing Members of AH Capital Management, L.L.C. ("AHCM"), and may be deemed to share voting and investment power over the securities held by AHCM. 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 represent pro rata distributions, and not a purchase or sale, of securities by AHEP III (Parallel) to its partners without consideration.
(11)  The reporting person and JP Morgan Chase Bank, N.A. (successor-in-interest to J.P. Morgan Trust Company, N.A.) are the trustees of The Andreessen 1996 Living Trust.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Andreessen Marc L
C/O ANDREESSEN HOROWITZ
2865 SAND HILL RD., STE. 101
MENLO PARK, CA 94025 		X



Signatures
/s/ Michael Johnson as attorney-in-fact for Marc L. Andreessen 11/6/2017
** 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.
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