SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
FISCHER DAVID B.
(Last) (First) (Middle)
C/O FACEBOOK, INC.
1601 WILLOW ROAD
(Street)
MENLO PARK CA 94025
(City) (State) (Zip)
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)
VP Bus. & Marketing P'ships
3. Date of Earliest Transaction (Month/Day/Year)
11/15/2018
4. If Amendment, Date of 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
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 11/15/2018 M 15,035 A $0 50,500 D
Class A Common Stock 11/15/2018 F 7,455(1) D $144.22 43,045 D
Class A Common Stock 11/15/2018 M 6,515 A $0 49,560 D
Class A Common Stock 11/15/2018 F 3,231(1) D $144.22 46,329 D
Class A Common Stock 11/15/2018 M 6,191 A $0 52,520 D
Class A Common Stock 11/15/2018 F 3,070(1) D $144.22 49,450 D
Class A Common Stock 11/15/2018 C 18,789(2) A $0 68,239 D
Class A Common Stock 11/15/2018 F 9,316(1) D $144.22 58,923 D
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 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: 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) (3) 11/15/2018 M 15,035 (4) 05/05/2023 Class A Common Stock 15,035 $0 0 D
Restricted Stock Units (RSU) (Class A) (3) 11/15/2018 M 6,515 (5) 03/16/2024 Class A Common Stock 6,515 $0 26,060 D
Restricted Stock Units (RSU) (Class A) (3) 11/15/2018 M 6,191 (6) 03/15/2025 Class A Common Stock 6,191 $0 55,716 D
Restricted Stock Unit (RSU) (Class B) (7) 11/15/2018 M 18,789 (8) 05/02/2022 Class B Common Stock(9) 18,789 $0 0 D
Class B Common Stock(9) (9) 11/15/2018 M 18,789 (9) (9) Class A Common Stock 18,789 $0 18,789 D
Class B Common Stock(9) (9) 11/15/2018 C 18,789(10) (9) (9) Class A Common Stock 18,789 $0 0 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") and does not represent a sale by the reporting person.
2. Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock in connection with the settlement of the RSUs listed in Table II.
3. Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.
4. The RSUs vest as to 1/16th of the total shares quarterly, beginning on November 15, 2014, subject to continued service through each vesting date.
5. The RSUs vest as to 1/16th of the total shares quarterly, beginning on February 15, 2016, subject to continued service through each vesting date.
6. The RSUs vest as to 1/16th of the total shares quarterly, beginning on May 15, 2017, subject to continued service through each vesting date.
7. Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.
8. The RSUs vest as to 1/16th of the total shares quarterly, beginning on February 15, 2015, subject to continued service through each vesting date.
9. 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.
10. The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.
/s/ Michael Johnson as attorney-in-fact for David Fischer 11/19/2018
** 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).
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