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

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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 * Zuckerberg Mark	2. Issuer Name and Ticker or Trading Symbol Facebook Inc [ FB ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    __X__ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) COB and CEO
(Last)          (First)          (Middle) C/O FACEBOOK, INC., 1601 WILLOW ROAD	3. Date of Earliest Transaction (MM/DD/YYYY) 9/28/2021
(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	9/28/2021		C		56000	A	$0	56000	I	By CZI Holdings, LLC (1)
Class A Common Stock	9/28/2021		S(2)		6510	D	$339.7905 (3)	49490	I	By CZI Holdings, LLC (1)
Class A Common Stock	9/28/2021		S(2)		15753	D	$340.6667 (4)	33737	I	By CZI Holdings, LLC (1)
Class A Common Stock	9/28/2021		S(2)		10370	D	$341.6403 (5)	23367	I	By CZI Holdings, LLC (1)
Class A Common Stock	9/28/2021		S(2)		10573	D	$342.6253 (6)	12794	I	By CZI Holdings, LLC (1)
Class A Common Stock	9/28/2021		S(2)		4300	D	$343.4768 (7)	8494	I	By CZI Holdings, LLC (1)
Class A Common Stock	9/28/2021		S(2)		3600	D	$344.5000 (8)	4894	I	By CZI Holdings, LLC (1)
Class A Common Stock	9/28/2021		S(2)		1494	D	$345.5692 (9)	3400	I	By CZI Holdings, LLC (1)
Class A Common Stock	9/28/2021		S(2)		800	D	$346.4007 (10)	2600	I	By CZI Holdings, LLC (1)
Class A Common Stock	9/28/2021		S(2)		1400	D	$347.8528 (11)	1200	I	By CZI Holdings, LLC (1)
Class A Common Stock	9/28/2021		S(2)		1200	D	$348.8392 (12)	0	I	By CZI Holdings, LLC (1)
Class A Common Stock	9/28/2021		S(13)		2550	D	$339.9012 (14)	953296	I	By Chan Zuckerberg Initiative Foundation (15)
Class A Common Stock	9/28/2021		S(13)		3900	D	$340.8253 (16)	949396	I	By Chan Zuckerberg Initiative Foundation (15)
Class A Common Stock	9/28/2021		S(13)		2600	D	$341.8612 (17)	946796	I	By Chan Zuckerberg Initiative Foundation (15)
Class A Common Stock	9/28/2021		S(13)		2950	D	$342.8529 (18)	943846	I	By Chan Zuckerberg Initiative Foundation (15)
Class A Common Stock	9/28/2021		S(13)		1200	D	$344.1579 (19)	942646	I	By Chan Zuckerberg Initiative Foundation (15)
Class A Common Stock	9/28/2021		S(13)		550	D	$345.3409 (20)	942096	I	By Chan Zuckerberg Initiative Foundation (15)
Class A Common Stock	9/28/2021		S(13)		450	D	$346.2811 (21)	941646	I	By Chan Zuckerberg Initiative Foundation (15)
Class A Common Stock	9/28/2021		S(13)		550	D	$347.7738 (22)	941096	I	By Chan Zuckerberg Initiative Foundation (15)
Class A Common Stock	9/28/2021		S(13)		250	D	$349.1300 (23)	940846	I	By Chan Zuckerberg Initiative Foundation (15)
Class A Common Stock	9/28/2021		C		6300	A	$0	6300	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 (24)
Class A Common Stock	9/28/2021		S(25)		1002	D	$339.8790 (26)	5298	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 (24)
Class A Common Stock	9/28/2021		S(25)		1728	D	$340.9012 (27)	3570	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 (24)
Class A Common Stock	9/28/2021		S(25)		1170	D	$341.8979 (28)	2400	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 (24)
Class A Common Stock	9/28/2021		S(25)		1100	D	$342.8338 (29)	1300	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 (24)
Class A Common Stock	9/28/2021		S(25)		520	D	$344.2126 (30)	780	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 (24)
Class A Common Stock	9/28/2021		S(25)		90	D	$344.9100 (31)	690	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 (24)
Class A Common Stock	9/28/2021		S(25)		260	D	$346.0000 (32)	430	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 (24)
Class A Common Stock	9/28/2021		S(25)		310	D	$347.6868 (33)	120	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 (24)
Class A Common Stock	9/28/2021		S(25)		120	D	$348.8563 (34)	0	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 (24)

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
Class B Common Stock (35)	(35)	9/28/2021		C			56000	(35)	(35)	Class A Common Stock	56000	$0	346229686	I	By CZI Holdings, LLC (1)
Class B Common Stock (35)	(35)	9/28/2021		C			6300	(35)	(35)	Class A Common Stock	6300	$0	4549136	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 (24)
Class B Common Stock (35)	(35)							(35)	(35)	Class A Common Stock	1908602		1908602	I	By Chan Zuckerberg Initiative Foundation (15)

Explanation of Responses:
(1)	Shares held of record by CZI Holdings, LLC ("CZI"). Mark Zuckerberg, Trustee of the Mark Zuckerberg Trust dated July 7, 2006 ("2006 Trust"), is the sole member of CZI. Mr. Zuckerberg is the sole trustee of the 2006 Trust and, therefore, is deemed to have sole voting and investment power over the securities held by CZI.
(2)	The sales reported were effected by CZI pursuant to its Rule 10b5-1 trading plan.
(3)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $339.11 to $340.10 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(4)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $340.12 to $341.11 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(5)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $341.12 to $342.10 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(6)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $342.12 to $343.11 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(7)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $343.12 to $344.10 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(8)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $344.12 to $345.06 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(9)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $345.14 to $346.09 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(10)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $346.14 to $346.66 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(11)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $347.36 to $348.33 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(12)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $348.36 to $349.25 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(13)	The sales reported were effected by Mark Zuckerberg, Trustee and Settlor of the Chan Zuckerberg Initiative Foundation ("CZI Foundation"), formerly known as the Chan Zuckerberg Foundation, pursuant to its Rule 10b5-1 trading plan.
(14)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $339.32 to $340.31 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(15)	Shares held of record by CZI Foundation. The reporting person is deemed to have voting and investment power over the shares held by CZI Foundation, but has no pecuniary interest in these shares.
(16)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $340.33 to $341.30 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(17)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $341.38 to $342.29 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(18)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $342.41 to $343.36 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(19)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $343.56 to $344.50 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(20)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $345.00 to $345.95 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(21)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $346.00 to $346.68 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(22)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $347.44 to $348.36 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(23)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $349.07 to $349.25 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(24)	Shares held of record by Mark Zuckerberg, Trustee of the 2006 Trust.
(25)	The sales reported were effected by Mark Zuckerberg, Trustee of the 2006 Trust pursuant to its Rule 10b5-1 trading plan.
(26)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $339.35 to $340.29 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(27)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $340.36 to $341.35 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(28)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $341.36 to $342.32 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(29)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $342.42 to $343.28 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(30)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $343.58 to $344.49 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(31)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $344.60 to $345.02 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(32)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $345.74 to $346.47 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(33)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $347.44 to $348.14 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(34)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $348.655 to $349.15 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(35)	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.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Zuckerberg Mark C/O FACEBOOK, INC. 1601 WILLOW ROAD MENLO PARK, CA 94025	X	X	COB and CEO

Signatures
/s/ Michael Johnson, attorney-in-fact for Mark Zuckerberg		9/29/2021
**Signature of Reporting Person		Date