Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  DST USA Ltd
2. Date of Event Requiring Statement (Month/Day/Year)
05/17/2012
3. Issuer Name and Ticker or Trading Symbol
Facebook Inc [FB]
(Last)
(First)
(Middle)
C/O TULLOCH & CO., 4 HILL STREET
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

LONDON, X0 W1J 5NE
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Common Stock 3,945,582
D (1)
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock   (2)   (3) Class A Common Stock 13,490,139 $ (2) D (1)  
Series A Preferred Stock   (2)   (3) Class B Common Stock 3,630,428 $ (2) D (1)  
Series E Preferred Stock   (2)   (3) Class B Common Stock 7,169,880 $ (2) D (1)  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DST USA Ltd
C/O TULLOCH & CO., 4 HILL STREET
LONDON, X0 W1J 5NE
    X    
DST Holdings Ltd
C/O TULLOCH & CO., 4 HILL STREET
LONDON, X0 W1J 5NE
    X    
United Venture Ltd
C/O TULLOCH & CO., 4 HILL STREET
LONDON, X0 W1J 5NE
    X    
Orland Properties Ltd
C/O TULLOCH & CO., 4 HILL STREET
LONDON, X0 W1J 5NE
    X    
Channel Trustees Ltd as trustee of the Yury Milner Trust
C/O TULLOCH & CO., 4 HILL STREET
LONDON, X0 W1J 5NE
    X    

Signatures

DST USA Limited, By: DST Holdings Limited, its manager, By: /s/ Alastair Tulloch, Secretary 05/17/2012
**Signature of Reporting Person Date

DST Holdings Limited, By: /s/ Alastair Tulloch, Secretary 05/17/2012
**Signature of Reporting Person Date

United Venture Limited, By: /s/ Alastair Tulloch, Secretary 05/17/2012
**Signature of Reporting Person Date

Orland Properties Limited, By: /s/ Alastair Tulloch, Secretary 05/17/2012
**Signature of Reporting Person Date

The Yury Milner Trust, By: /s/ Alastair Tulloch, Trustee 05/17/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) These shares are owned directly by DST USA Limited, whose majority ordinary shareholder is DST Holdings Limited, whose majority ordinary shareholder is United Venture Limited, a wholly-owned subsidiary of Orland Properties Limited, which is controlled by The Yury Milner Trust. Each reporting person other than DST USA Limited and The Yury Milner Trust may be deemed to have an indirect pecuniary interest in the shares but disclaims beneficial ownership.
(2) The Series A Preferred Stock and Series E Preferred Stock will automatically convert into shares of Class B Common Stock on a l-for-1 basis in connection with consummation of an initial public offering. The Class B Common Stock is convertible on a l-for-1 basis into shares of Class A Common stock (i) at any time at the option of the holder, and (ii) mandatorily upon the occurrence of specified events.
(3) No expiration date.
 
Remarks:
Exhibit List:

Exhibit 99 - Joint Filer Information

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.