Ownership Submission
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

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 *
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 (Month/Day/Year)
08/31/2012
(Street)

MENLO PARK, CA 94025
4. If Amendment, Date Original Filed(Month/Day/Year)
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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               5,871 I By The Andreessen 1996 Charitable Remainder Unitrust (1)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(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
Class B Common Stock (2) (2) 08/31/2012   A   1,783,084 (3)     (2)   (2) Class A Common Stock 1,783,084 (3) 1,783,084 I By Andreessen Horowitz Fund I, L.P. as nominee (4)
Class B Common Stock (2) (2)               (2)   (2) Class A Common Stock 3,571,431   3,571,431 I By Andreessen Horowitz Fund II, L.P. as nominee (5)
Class B Common Stock (2) (2)               (2)   (2) Class A Common Stock 3,035,700   3,035,700 I By FBAH, L.P. (6)

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   09/05/2012
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The reporting person and JP Morgan Trust Company, NA are the Trustees of The Andreessen 1996 Charitable Remainder Unitrust. 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.
(2) The Class B Common Stock is convertible into the issuer's Class A Common Stock on a 1-for-1 basis (a) at the holder's option or (b) upon certain transfers of such shares and has no expiration date.
(3) Shares received in exchange for 1,731,301 shares of Instagram, Inc. ("Instagram") common stock in connection with the merger of Instagram into the issuer (the "Merger"), the Merger consideration of which consisted of shares of the issuer's Class B Common Stock and cash. On the effective date of the Merger, the closing price of the issuer's Class A Common Stock (into which the Class B Common Stock is convertible) was $18.058 per share. Of the 1,783,084 shares of Class B Common Stock issued to Andreessen Horowitz Fund I, L.P. as nominee ("AH Fund I") in the Merger, 178,308 shares are currently being held in escrow and are subject to forfeiture during the escrow period to satisfy claims arising as a result of, among other things, Instagram's breach of any of its representations and warranties or covenants and agreements set forth in the amended and restated merger agreement dated April 20, 2012.
(4) The reporting person is one of the Managing Members of AH Equity Partners I, L.L.C., which is the General Partner of AH Fund I, and may be deemed to share voting and investment power over the securities held by AH Fund I. 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.
(5) The reporting person is one of the Managing Members of AH Equity Partners II, L.L.C. ("AHEP II"), which is the General Partner of Andreessen Horowitz Fund II, L.P. as nominee ("AH Fund II"), and may be deemed to share voting and investment power over the securities held by AH Fund II. 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.
(6) The reporting person is one of the Managing Members of AHEP II, which is the General Partner of FBAH, L.P. ("FBAH"), and may be deemed to share voting and investment power over the securities held by FBAH. 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.

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