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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Zuckerberg Mark (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) X Director X 10% Owner X Officer (give title below) Other (specify below) COB and CEO
	3. Date of Earliest Transaction (Month/Day/Year) 11/09/2020
	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	11/09/2020		C		36,000	A	$0	36,000	I	By CZI Holdings, LLC(1)
Class A Common Stock	11/09/2020		S(2)		1,019	D	$278.7148(3)	34,981	I	By CZI Holdings, LLC(1)
Class A Common Stock	11/09/2020		S(2)		840	D	$279.9855(4)	34,141	I	By CZI Holdings, LLC(1)
Class A Common Stock	11/09/2020		S(2)		1,059	D	$281.0438(5)	33,082	I	By CZI Holdings, LLC(1)
Class A Common Stock	11/09/2020		S(2)		1,652	D	$282.0939(6)	31,430	I	By CZI Holdings, LLC(1)
Class A Common Stock	11/09/2020		S(2)		3,525	D	$283.3041(7)	27,905	I	By CZI Holdings, LLC(1)
Class A Common Stock	11/09/2020		S(2)		1,996	D	$284.3082(8)	25,909	I	By CZI Holdings, LLC(1)
Class A Common Stock	11/09/2020		S(2)		1,700	D	$285.4019(9)	24,209	I	By CZI Holdings, LLC(1)
Class A Common Stock	11/09/2020		S(2)		3,965	D	$286.8996(10)	20,244	I	By CZI Holdings, LLC(1)
Class A Common Stock	11/09/2020		S(2)		6,522	D	$287.8292(11)	13,722	I	By CZI Holdings, LLC(1)
Class A Common Stock	11/09/2020		S(2)		3,991	D	$288.7666(12)	9,731	I	By CZI Holdings, LLC(1)
Class A Common Stock	11/09/2020		S(2)		4,692	D	$289.9663(13)	5,039	I	By CZI Holdings, LLC(1)
Class A Common Stock	11/09/2020		S(2)		4,345	D	$290.8483(14)	694	I	By CZI Holdings, LLC(1)
Class A Common Stock	11/09/2020		S(2)		694	D	$292.0327(15)	0	I	By CZI Holdings, LLC(1)

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
Class B Common Stock(16)	(16)	11/09/2020		C			36,000	(16)	(16)	Class A Common Stock	36,000	$0	355,763,225	I	By CZI Holdings, LLC(1)
Class B Common Stock(16)	(16)							(16)	(16)	Class A Common Stock	5,676,058		5,676,058	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006(17)
Class B Common Stock(16)	(16)							(16)	(16)	Class A Common Stock	1,908,602		1,908,602	I	By Chan Zuckerberg Initiative Foundation(18)

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 $278.600 to $279.140 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 $279.670 to $280.460 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 $280.760 to $281.530 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 $281.790 to $282.540 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 $282.850 to $283.780 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 $284.020 to $284.780 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 $285.070 to $285.780 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 $286.295 to $287.270 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 $287.300 to $288.270 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 $288.330 to $289.210 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $289.450 to $290.420 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.

14. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $290.450 to $291.410 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $292.000 to $292.100 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.

16. 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.

17. Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg Trust dated July 7, 2006.

18. Shares held of record by Chan Zuckerberg Initiative Foundation, formerly known as the Chan Zuckerberg Foundation ("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.

Remarks:

The information reported on this Form 4 continues the information on transactions by the reporting person on November 9, 2020 reported on the Form 4 filed by the reporting person on November 9, 2020 and the Form 4 previously filed by the reporting person on November 10, 2020.

	/s/ Michael Johnson, attorney-in-fact for Mark Zuckerberg	11/10/2020
	** Signature of Reporting Person	Date
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