Facebook Inc (Form: 3, Received: 05/17/2012 20:26:58)

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 ^*
DST USA II Ltd
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)
24 DE CASTRO ST. WICKAMS CAY 1
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)
TORTOLA, D8

(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)

Class A Common Stock 25073926 D

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 27766071 ⁽¹⁾ D

Series A Preferred Stock ⁽²⁾ ⁽²⁾ Class B Common Stock ⁽¹⁾ 17790052 ⁽²⁾ D

Series E Preferred Stock ⁽³⁾ ⁽³⁾ Class B Common Stock ⁽¹⁾ 7507835 ⁽³⁾ D

Explanation of Responses:

(1) Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value (subject to certain exceptions).

(2) The Series A Preferred Stock is convertible into Class B Common Stock on a one-for-one basis at any time and has no expiration date. The Series A Preferred Stock will automatically convert into Class B Common Stock immediately prior to the closing of the Issuer's initial public offering of Class A Common Stock.

(3) The Series E Preferred Stock is convertible into Class B Common Stock on a one-for-one basis at any time and has no expiration date. The Series E Preferred Stock will automatically convert into Class B Common Stock immediately prior to the closing of the Issuer's initial public offering of Class A Common Stock.

Remarks:
Due to the management agreement with DST Global Advisors Limited, DST USA II Limited is deemed to be part of a "group" with DST Global Advisors Limited and the other persons it advises.

Reporting Owners

Reporting Owner Name / Address Relationships

Director 10% Owner Officer Other

DST USA II Ltd
24 DE CASTRO ST. WICKAMS CAY 1
TORTOLA, D8
X

Signatures

/s/ Brett Armitage, director of DST USA II Limited 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 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)
Class A Common Stock	25073926	D

*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	27766071	⁽¹⁾	D
Series A Preferred Stock	⁽²⁾	⁽²⁾	Class B Common Stock ⁽¹⁾	17790052	⁽²⁾	D
Series E Preferred Stock	⁽³⁾	⁽³⁾	Class B Common Stock ⁽¹⁾	7507835	⁽³⁾	D

Explanation of Responses:
(1)	Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value (subject to certain exceptions).
(2)	The Series A Preferred Stock is convertible into Class B Common Stock on a one-for-one basis at any time and has no expiration date. The Series A Preferred Stock will automatically convert into Class B Common Stock immediately prior to the closing of the Issuer's initial public offering of Class A Common Stock.
(3)	The Series E Preferred Stock is convertible into Class B Common Stock on a one-for-one basis at any time and has no expiration date. The Series E Preferred Stock will automatically convert into Class B Common Stock immediately prior to the closing of the Issuer's initial public offering of Class A Common Stock.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DST USA II Ltd 24 DE CASTRO ST. WICKAMS CAY 1 TORTOLA, D8		X

Signatures
/s/ Brett Armitage, director of DST USA II Limited		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.