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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1. Name and Address of Reporting Person * Andreessen Marc L   2. Issuer Name and Ticker or Trading Symbol Facebook Inc [FB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ANDREESSEN HOROWITZ, 2865 SAND HILL RD., STE. 101 3. Date of Earliest Transaction (Month/Day/Year) 11/13/2012 (Street) MENLO PARK, CA 94025 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) Code V Amount (A) or (D) Price Class A Common Stock 11/13/2012   C   1,604,776 A $ 0 1,604,776 I By Andreessen Horowitz Fund I, L.P. as nominee (1) Class A Common Stock 11/13/2012   J(2) V 1,604,776 D $ 0 0 I By Andreessen Horowitz Fund I, L.P. as nominee (1) Class A Common Stock 11/13/2012   C   3,571,431 A $ 0 3,571,431 I By Andreessen Horowitz Fund II, L.P. as nominee (3) Class A Common Stock 11/13/2012   C   3,035,700 A $ 0 3,035,700 I By FBAH, L.P. (4) Class A Common Stock 11/13/2012   J(5) V 3,035,700 D $ 0 0 I By FBAH, L.P. (4) Class A Common Stock 11/13/2012   J(6) V 466,125 A $ 0 466,125 I By AH Equity Partners I, L.L.C. (7) Class A Common Stock 11/13/2012   J(8) V 466,125 D $ 0 0 I By AH Equity Partners I, L.L.C. (7) Class A Common Stock 11/13/2012   J(9) V 159,675 A $ 0 159,675 I By AH Equity Partners II, L.L.C. (10) Class A Common Stock 11/13/2012   J(11) V 159,675 D $ 0 0 I By AH Equity Partners II, L.L.C. (10) Class A Common Stock 11/13/2012   J(12) V 9,509 A $ 0 9,509 I By AH Capital Management, L.L.C. (13) Class A Common Stock 11/13/2012   J(14) V 9,509 D $ 0 0 I By AH Capital Management, L.L.C. (13) Class A Common Stock 11/13/2012   J(15)   7,755 A $ 0 13,626 I By The Andreessen 1996 Charitable Remainder Unitrust (16) Class A Common Stock 11/13/2012   J(17) V 295,579 A $ 0 295,579 I By The Andreessen 1996 Living Trust (18)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Common Stock (19)

(19)

11/13/2012

C

1,604,776

(19)

(19)

Class A Common Stock (20)

1,604,776

$ 0

178,308

I

By Andreessen Horowitz Fund I, L.P. as nominee (1)

Class B Common Stock (19)

(19)

11/13/2012

C

3,571,431

(19)

(19)

Class A Common Stock (20)

3,571,431

$ 0

0

I

By Andreessen Horowitz Fund II, L.P. as nominee (3)

Class B Common Stock (19)

(19)

11/13/2012

C

3,035,700

(19)

(19)

Class A Common Stock (20)

3,035,700

$ 0

0

I

By FBAH, L.P. (4)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Andreessen Marc L C/O ANDREESSEN HOROWITZ 2865 SAND HILL RD., STE. 101 MENLO PARK, CA 94025	X

Signatures

/s/ David Kling as attorney-in-fact for Marc L. Andreessen		11/14/2012
**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)	The reporting person is one of the Managing Members of AH Equity Partners I, L.L.C. ("AHEP I"), which is the General Partner of Andreessen Horowitz Fund I, L.P. as nominee ("AH Fund I"), and may be deemed to share voting and investment power over the securities held by AH Fund I. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
(2)	Transactions reported on this form represent pro rata distributions, and not a purchase or sale, of securities by AH Fund I to general and limited partners of funds for which it acts as nominee without consideration.
(3)	The reporting person is one of the Managing Members of AH Equity Partners II, L.L.C. ("AHEP II"), which is the General Partner of Andreessen Horowitz Fund II, L.P. as nominee ("AH Fund II"), and may be deemed to share voting and investment power over the securities held by AH Fund II. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
(4)	The reporting person is one of the Managing Members of AHEP II, which is the General Partner of FBAH, L.P. ("FBAH"), and may be deemed to share voting and investment power over the securities held by FBAH. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
(5)	Transactions reported on this form represent pro rata distributions, and not a purchase or sale, of securities by FBAH to its general and limited partners without consideration.
(6)	The shares reported on this form represent pro rata distributions, and not a purchase or sale, of securities by AH Fund I to general and limited partners of funds for which it acts as nominee without consideration.
(7)	The reporting person is one of the Managing Members of AHEP I, and may be deemed to share voting and investment power over the securities held by AHEP I. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
(8)	Transactions reported on this form represent pro rata distributions, and not a purchase or sale, of securities by AHEP I to its members and assignees without consideration.
(9)	The shares reported on this form represent pro rata distributions, and not a purchase or sale, of securities by FBAH to its general and limited partners without consideration.
(10)	The reporting person is one of the Managing Members of AHEP II, and may be deemed to share voting and investment power over the securities held by AHEP II. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
(11)	Transactions reported on this form represent pro rata distributions, and not a purchase or sale, of securities by AHEP II to its members and assignees without consideration. See also footnote (3) above.
(12)	The shares reported on this form represent pro rata distributions, and not a purchase or sale, of securities by AH Fund I to general and limited partners of funds for which it acts as nominee, and by AHEP II to its members and assignees, without consideration.
(13)	The reporting person is one of the Managing Members of AH Capital Management, L.L.C. ("AHCM"), and may be deemed to share voting and investment power over the securities held by AHCM. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
(14)	Transactions reported on this form represent pro rata distributions, and not a purchase or sale, of securities by AHCM to its members and assignees without consideration.
(15)	The shares reported on this form represent pro rata distributions, and not a purchase or sale, of securities by Greylock XII Limited Partnership to its general and limited partners without consideration.
(16)	The reporting person and JP Morgan Trust Company, NA are the Trustees of The Andreessen 1996 Charitable Remainder Unitrust. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
(17)	The shares reported on this form represent pro rata distributions, and not a purchase or sale, of securities by AH Fund I to general and limited partners of funds for which it acts as nominee, and by each of AHEP I and AHEP II to its members and assignees, without consideration.
(18)	The reporting person and JP Morgan Trust Company, NA are the Trustees of The Andreessen 1996 Living Trust.
(19)	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.
(20)	The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.

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