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 *
GRAHAM DONALD
   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 THE WASHINGTON POST COMPANY, 1150 15TH ST., N.W., 9TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
09/17/2013
(Street)

WASHINGTON, DC 20071-0001		 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 09/17/2013   G(1) V 38,124 D $ 0 636,041 D  
Class A Common Stock 09/17/2013   G(1) V 38,124 A $ 0 38,124 I By Donald E. Graham and Daniel L. Mosley as trustees (2)

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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
Restricted Stock Unit (RSU) (3) 11/05/2013   A   7,742     (4) 05/14/2023 Class A Common Stock 7,742 $ 0 7,742 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GRAHAM DONALD
C/O THE WASHINGTON POST COMPANY
1150 15TH ST., N.W., 9TH FLOOR
WASHINGTON, DC 20071-0001		   X      

Signatures

 /s/David Kling as attorney-in-fact for Donald E. Graham   11/06/2013
**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) This transaction represents a transfer of shares that are beneficially owned by the reporting person from Donald E. Graham to Donald E. Graham and Daniel L. Mosley as trustees, and does not represent a purchase or sale of securities.
(2) Shares held of record by Donald E. Graham and Daniel L. Mosley as trustees under the agreement made on June 1, 1966 and as restated on March 27, 2003 by Donald E. Graham for his benefit.
(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 100% of the total shares on May 15, 2014; provided, however, in the event that (i) the Issuer's 2014 Annual Meeting of Stockholders is held prior to May 15, 2014 and (ii) the reporting person does not stand for re-election at, or is not re-elected at, the 2014 Annual Meeting of Stockholders (but the reporting person continues to serve on the Board until the date of such meeting), then 100% of the total shares shall vest on the date of the 2014 Annual Meeting of Stockholders.

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