Facebook Inc (Form: 3, Received: 05/17/2012 17:04:58)

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 ^*
Moskovitz Dustin A.
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)
P.O. BOX 2929
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)
SAN FRANCISCO, CA 94126

(City)              (State)              (Zip) 5. 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 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)

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 ⁽¹⁾ ⁽¹⁾ Class A common stock 174165 ⁽¹⁾ I By trust ⁽²⁾

Class B common stock ⁽¹⁾ ⁽¹⁾ Class A common stock 114256629 ⁽¹⁾ I By trust ⁽³⁾

Class B common stock ⁽¹⁾ ⁽¹⁾ Class A common stock 14404516 ⁽¹⁾ I By trust ⁽⁴⁾

Class B common stock ⁽¹⁾ ⁽¹⁾ Class A common stock 4863335 ⁽¹⁾ I By trust ⁽⁵⁾

Explanation of Responses:

(1) The Class B common stock is convertible into Class A common stock at any time on a one-for-one basis and has no expiration date.

(2) Shares held of record by Dustin A. Moskovitz, Trustee of The Justin M. Rosenstein 2009 Trust, a trust established pursuant to the Justin M. Rosenstein 2009 Trust Agreement.

(3) Shares held of record by Dustin Moskovitz, Trustee of The Dustin A. Moskovitz Trust dated December 27, 2005.

(4) Shares held of record by Dustin Moskovitz, Trustee of The Dustin Moskovitz 2008 Annuity Trust dated March 10, 2008.

(5) Shares held of record by Justin M. Rosenstein, Trustee of The Dustin A. Moskovitz 2009 Trust, a trust established pursuant to the Dustin A. Moskovitz 2009 Trust Agreement dated January 1, 2009.

Remarks:
Exhibit 24.1: Power of Attorney

Reporting Owners

Reporting Owner Name / Address Relationships

Director 10% Owner Officer Other

Moskovitz Dustin A.
P.O. BOX 2929
SAN FRANCISCO, CA 94126
X

Signatures

/s/ Dustin A. Moskovitz 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 II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
Class B common stock	⁽¹⁾	⁽¹⁾	Class A common stock	174165	⁽¹⁾	I	By trust ⁽²⁾
Class B common stock	⁽¹⁾	⁽¹⁾	Class A common stock	114256629	⁽¹⁾	I	By trust ⁽³⁾
Class B common stock	⁽¹⁾	⁽¹⁾	Class A common stock	14404516	⁽¹⁾	I	By trust ⁽⁴⁾
Class B common stock	⁽¹⁾	⁽¹⁾	Class A common stock	4863335	⁽¹⁾	I	By trust ⁽⁵⁾

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Divesh Makan and Rakesh


Mehta, and each of them, his true and lawful attorney-in-fact to:

(1)     execute for and on behalf of the undersigned, in the undersigned's
capacity as a person who beneficially holds more than 10% of the Class A
stock of Facebook, Inc. (the "Company"), Forms 3, Forms 4 and Forms 5 in
accordance with Section 16(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the rules thereunder;

(2)     do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute
any such Forms 3, Forms 4 or Forms 5 and timely file any such forms with
the United States Securities and Exchange Commission and any other
authority; and

(3)     take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned, pursuant to this Power of
Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in his or her discretion.

The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power
of substitution or revocation, hereby ratifying and confirming all that
such attorney-in-fact, or his or her substitute or substitutes, shall
lawfully do or cause to be done pursuant to this power of attorney.  The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving
in such capacity at the request of the undersigned, are not assuming, nor
is the Company assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, Forms 4, and Forms 5
with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the attorneys-in-fact.

The undersigned has caused this Power of Attorney to be executed as of
this 10 day of May, 2012.


/s/ Dustin A. Moskovitz

Dustin A. Moskovitz

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)

*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	⁽¹⁾	⁽¹⁾	Class A common stock	174165	⁽¹⁾	I	By trust ⁽²⁾
Class B common stock	⁽¹⁾	⁽¹⁾	Class A common stock	114256629	⁽¹⁾	I	By trust ⁽³⁾
Class B common stock	⁽¹⁾	⁽¹⁾	Class A common stock	14404516	⁽¹⁾	I	By trust ⁽⁴⁾
Class B common stock	⁽¹⁾	⁽¹⁾	Class A common stock	4863335	⁽¹⁾	I	By trust ⁽⁵⁾

Explanation of Responses:
(1)	The Class B common stock is convertible into Class A common stock at any time on a one-for-one basis and has no expiration date.
(2)	Shares held of record by Dustin A. Moskovitz, Trustee of The Justin M. Rosenstein 2009 Trust, a trust established pursuant to the Justin M. Rosenstein 2009 Trust Agreement.
(3)	Shares held of record by Dustin Moskovitz, Trustee of The Dustin A. Moskovitz Trust dated December 27, 2005.
(4)	Shares held of record by Dustin Moskovitz, Trustee of The Dustin Moskovitz 2008 Annuity Trust dated March 10, 2008.
(5)	Shares held of record by Justin M. Rosenstein, Trustee of The Dustin A. Moskovitz 2009 Trust, a trust established pursuant to the Dustin A. Moskovitz 2009 Trust Agreement dated January 1, 2009.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Moskovitz Dustin A. P.O. BOX 2929 SAN FRANCISCO, CA 94126		X

Signatures
/s/ Dustin A. Moskovitz		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.