Edgar Filing: Rothschild Jeffrey

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Rothschild Jeffrey

2. Date of Event Requiring Statement (Month/Day/Year)
05/17/2012

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)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

SAN FRANCISCO,Â CAÂ 94126

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		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 Derivative 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)
Restricted Stock Units	Â ⁽²⁾	Â ⁽²⁾	Class B common stock ⁽¹⁾	525,940	$ 0	D	Â
Restricted Stock Units	Â ⁽³⁾	Â ⁽³⁾	Class B common stock ⁽¹⁾	66,320	$ 0	D	Â
Restricted Stock Units	Â ⁽⁴⁾	Â ⁽⁴⁾	Class B common stock ⁽¹⁾	29,540	$ 0	D	Â
Class B common stock	Â ⁽¹⁾	Â ⁽¹⁾	Class A common stock	19,177,130	$ ⁽¹⁾	I	By trust ⁽⁵⁾
Class B common stock	Â ⁽¹⁾	Â ⁽¹⁾	Class A common stock	1,188,190	$ ⁽¹⁾	I	By trust ⁽⁶⁾
Class B common stock	Â ⁽¹⁾	Â ⁽¹⁾	Class A common stock	2,000,000	$ ⁽¹⁾	I	By trust ⁽⁷⁾
Class B common stock	Â ⁽¹⁾	Â ⁽¹⁾	Class A common stock	2,000,000	$ ⁽¹⁾	I	By trust ⁽⁸⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Rothschild Jeffrey P.O. BOX 2929 SAN FRANCISCO,Â CAÂ 94126	Â	Â X	Â	Â

Signatures

/s/ Rakesh Mehta, by Power of Attorney for Jeffrey J. Rothschild		05/17/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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)	Each restricted stock unit represents a contingent right to receive one share of Class B common stock. The restricted stock units are vested as to 438,280 shares; the remaining shares vest at a rate of 1/48th of the total number of shares underlying the restricted stock units on the first day of each month thereafter. Vested shares will be delivered to the reporting person six months following the completion of Issuer's initial public offering.
(3)	Each restricted stock unit represents a contingent right to receive one share of Class B common stock. The restricted stock units are vested as to 37,305 shares; the remaining shares vest at a rate of 1/16th of the total number of shares underlying the restricted stock units on each quarter thereafter, beginning on August 15, 2012. Vested shares will be delivered to the reporting person six months following the completion of Issuer's initial public offering.
(4)	Each restricted stock unit represents a contingent right to receive one share of Class B common stock. The restricted stock units vest at a rate of 1/16th of the total number of shares underlying the restricted stock units on each quarter, beginning on January 15, 2013.
(5)	Shares held of record by Jeffrey J. Rothschild and Marieke H. Rothschild as Trustees of the Jeffrey and Marieke Rothschild Revocable Living Trust Created UTA dated September 11, 2003 fbo Jeffrey J. Rothschild.
(6)	Shares held of record by John Colgrove, as Trustee of the Rothschild Irrevocable Children's Trust created UTA dated April 23, 2008.
(7)	Shares held of record by Jeffrey J. Rothschild, as Trustee of the Jeffrey J. Rothschild 2011 Annuity Trust dated November 29, 2011.
(8)	Shares held of record by Marieke H. Rothschild, as Trustee of the Marieke H. Rothschild 2011 Annuity Trust dated November 29, 2011.
Â Remarks: ExhibitÂ 24.1:Â PowerÂ ofÂ Attorney

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