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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1. Name and Address of Reporting Person * Moskovitz Dustin A.   2. Issuer Name and Ticker or Trading Symbol Facebook Inc [FB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) P.O. BOX 2929 3. Date of Earliest Transaction (Month/Day/Year) 08/22/2012 (Street) SAN FRANCISCO, CA 94126 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 08/22/2012   S   150,000 D $ 19.3098 (2) 6,900,000 I By trust (1) Class A common stock 08/23/2012   S   150,000 D $ 19.5106 (3) 6,750,000 I By trust (1) Class A common stock 08/24/2012   S   150,000 D $ 19.4335 (4) 6,600,000 I By trust (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(5)

(5)

(5)

Class A common stock

106,756,629

106,756,629

I

By Trust (1)

Class B common stock

(5)

(5)

(5)

Class A common stock

174,165

174,165

I

By trust (6)

Class B common stock

(5)

(5)

(5)

Class A common stock

14,404,516

14,404,516

I

By trust (7)

Class B common stock

(5)

(5)

(5)

Class A common stock

4,863,335

4,863,335

I

By trust (8)

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/ Rakesh Mehta, as attorney-in-fact for Dustin A. Moskovitz		08/24/2012
**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)	Shares held of record by Dustin Moskovitz, Trustee of The Dustin A. Moskovitz Trust dated December 27, 2005.
(2)	The range of prices for the shares of Class A common stock is from $19.00 to $19.52. Mr. Moskovitz undertakes that he will provide, upon request by the staff of the U.S.Securities and Exchange Commission, full information regarding the number of securities sold at each separate price.
(3)	The range of prices for the shares of Class A common stock is from $19.37 to $19.73. Mr. Moskovitz undertakes that he will provide, upon request by the staff of the U.S.Securities and Exchange Commission, full information regarding the number of securities sold at each separate price.
(4)	The range of prices for the shares of Class A common stock is from $19.26 to $19.66. Mr. Moskovitz undertakes that he will provide, upon request by the staff of the U.S.Securities and Exchange Commission, full information regarding the number of securities sold at each separate price.
(5)	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.
(6)	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.
(7)	Shares held of record by Dustin Moskovitz, Trustee of The Dustin Moskovitz 2008 Annuity Trust dated March 10, 2008.
(8)	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.

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