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 *

Zuckerberg Mark		 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
__X__ Officer (give title below)    _____ Other (specify below)
COB and CEO
(Last)          (First)          (Middle)

C/O FACEBOOK, INC., 1601 WILLOW ROAD		 3. Date of Earliest Transaction (MM/DD/YYYY)

8/23/2019
(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  8/23/2019    S(1)    2700  D $177.4759 (2) 385069  I  By Chan Zuckerberg Advocacy (3)
Class A Common Stock  8/23/2019    S(1)    1300  D $178.3771 (4) 383769  I  By Chan Zuckerberg Advocacy (3)
Class A Common Stock  8/23/2019    S(1)    800  D $179.63 (5) 382969  I  By Chan Zuckerberg Advocacy (3)
Class A Common Stock  8/23/2019    S(1)    1500  D $180.979 (6) 381469  I  By Chan Zuckerberg Advocacy (3)
Class A Common Stock  8/23/2019    S(1)    400  D $181.685 (7) 381069  I  By Chan Zuckerberg Advocacy (3)
Class A Common Stock  8/23/2019    S(1)    400  D $182.7925 (8) 380669  I  By Chan Zuckerberg Advocacy (3)

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 sales reported were effected by Chan Zuckerberg Advocacy pursuant to its Rule 10b5-1 trading plan.
(2)  The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $176.99 to $177.98 per share, inclusive. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(3)  Shares held of record by Chan Zuckerberg Advocacy. The reporting person is deemed to have voting and investment power over the shares held by Chan Zuckerberg Advocacy, but has no pecuniary interest in these shares.
(4)  The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.00 to $178.81 per share, inclusive. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(5)  The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $179.19 to $180.11 per share, inclusive. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(6)  The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $180.52 to $181.30 per share, inclusive. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(7)  The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $181.52 to $181.85 per share, inclusive. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(8)  The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $182.58 to $183.02 per share, inclusive. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Remarks:
Two of two Forms 4 being filed to report transactions by the reporting person occurring on August 23, 2019. The holdings for the Chan Zuckerberg Foundation, CZI Holdings, LLC, The Mark Zuckerberg 2014 GRAT No. 2 dated 5/8/2014, The Mark Zuckerberg 2014 GRAT No. 3 dated 5/8/2014, and The Mark Zuckerberg Trust dated July 7, 2006 are reported on Form 1 of 2.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Zuckerberg Mark
C/O FACEBOOK, INC.
1601 WILLOW ROAD
MENLO PARK, CA 94025 		X X COB and CEO

Signatures
/s/ David Kling as attorney-in-fact for Mark Zuckerberg 8/26/2019
**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.