Edgar Filing: Facebook Inc

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 ^*

MICROSOFT CORP

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)

ONE MICROSOFT WAY

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2012

(Street)

REDMOND, WA 98052-6399

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/22/2012		C		6,556,925	A	⁽¹⁾	6,556,925	D
Class A Common Stock	05/22/2012		S		6,556,925	D	$ 37.582	0	D

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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series D Preferred Stock ⁽²⁾

⁽²⁾

05/22/2012

32,377,940

⁽²⁾

Class B Common Stock

32,784,639

⁽²⁾

Class B Common Stock ⁽³⁾

⁽²⁾ ⁽³⁾

05/22/2012

32,784,639

⁽³⁾

Class A Common Stock

32,784,639

⁽²⁾ ⁽³⁾

32,784,639

Class B Common Stock ⁽⁴⁾

⁽³⁾

05/22/2012

6,556,925

⁽³⁾

Class A Common Stock

6,556,925

⁽³⁾

26,227,714

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MICROSOFT CORP ONE MICROSOFT WAY REDMOND, WA 98052-6399		X

Signatures

Keith R. Dolliver, Assistant Secretary for Microsoft Corporation		05/22/2012
^**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)	Converted from shares of Class B Common Stock into Class A Common Stock on a one-for-one basis.
(2)	Each of the 32,377,940 shares of Series D Preferred Stock held by Microsoft Corporation converted into 1.012561 Class B Common shares upon the closing of the Issuer's initial public offering; the Class B Common is convertible into Class A Common Stock at any time on a one-for-one basis and this conversion right has no expiration date.
(3)	Class B Common is convertible into Class A Common Stock at any time on a one-for-one basis and this conversion right has no expiration date.
(4)	Following the conversion described in (2) above, Microsoft converted 6,556,925 Class B Common Shares into Class A Common Stock, as reflected here and in the first entry in Table I.
Remarks: This Form 4 reflects the following transactions involving Microsoft Corporation ("Microsoft") in connection with the closing of the firm commitment public offering ("IPO") by Facebook, Inc. ("Facebook"): (1) the automatic conversion of Microsoft's Facebook Series D Preferred Stock into shares of Facebook Class B Common Stock, (2) Microsoft's subsequent conversion of certain of such shares of Facebook Class B Common Stock into shares of Facebook Class A Common Stock, and (3) Microsoft's subsequent sale of such shares of Facebook Class A Common Stock in connection with the IPO.

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