Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 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 * Wehner David M.	2. Issuer Name and Ticker or Trading Symbol Facebook Inc [ FB ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                      _____ 10% Owner __ X __ Officer (give title below)      _____ Other (specify below) Chief Financial Officer
(Last)          (First)          (Middle) C/O FACEBOOK, INC., 1601 WILLOW ROAD	3. Date of Earliest Transaction (MM/DD/YYYY) 2/15/2017
(Street) MENLO PARK, CA 94025 (City)        (State)        (Zip)	4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	2/15/2017		M		5370	A	$0	84823	D
Class A Common Stock	2/15/2017		F		2036   (1)	D	$133.85	82787	D
Class A Common Stock	2/15/2017		M		10023	A	$0	92810	D
Class A Common Stock	2/15/2017		F		4924   (1)	D	$133.85	87886	D
Class A Common Stock	2/15/2017		M		9905	A	$0	97791	D
Class A Common Stock	2/15/2017		F		5169   (1)	D	$133.85	92622	D
Class A Common Stock	2/15/2017		M		8432	A	$0	101054	D
Class A Common Stock	2/15/2017		F		4400   (1)	D	$133.85	96654	D

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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
Restricted Stock Units (RSU) (Class A)	(2)	2/15/2017		M			5370	(3)	5/5/2023	Class A Common Stock	5370	$0	16110	D
Restricted Stock Units (RSU) (Class A)	(2)	2/15/2017		M			10023	(4)	3/16/2024	Class A Common Stock	10023	$0	120270	D
Restricted Stock Units (RSU) (Class A)	(2)	2/15/2017		M			9905	(5)	3/15/2025	Class A Common Stock	9905	$0	118860	D
Restricted Stock Units (RSU) (Class A)	(2)	2/15/2017		M			8432	(6)	3/14/2026	Class A Common Stock	8432	$0	126488	D

Explanation of Responses:
( 1)	Represents the number of shares of Class A Common Stock that have been withheld by the issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the Restricted Stock Units ("RSUs") listed in Table II and does not represent a sale by the reporting person.
( 2)	Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.
( 3)	The RSUs vest as to 1/16th of the total shares on February 15, 2014 and then an additional 1/16th of the total shares vest quarterly thereafer, subject to continued service through each vesting date.
( 4)	The RSUs vest as to 1/16th of the total shares on May 15, 2016 and then an additional 1/16th of the total shares vest quarterly thereafer, subject to continued service through each vesting date.
( 5)	The RSUs vest as to 1/5th of the total shares on February 15, 2016, after which 1/20th of the total shares vest quarterly, subject to continued service through each vesting date.
( 6)	The RSUs shall vest quarterly as to 1/16th of the total shares, commencing the first quarter following November 15, 2016, subject to continued service through each vesting date.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Wehner David M. C/O FACEBOOK, INC. 1601 WILLOW ROAD MENLO PARK, CA 94025			Chief Financial Officer

Signatures
/s/ Michael Johnson as attorney-in-fact for David M. Wehner		2/16/2017
** 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 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).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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