Statement of Changes in Beneficial Ownership (4)

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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Zuckerberg Mark	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
(Last) (First) (Middle) C/O FACEBOOK, INC., 1601 WILLOW ROAD	3. Date of Earliest Transaction (MM/DD/YYYY) 11/9/2020
(Street) MENLO PARK, CA 94025 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/9/2020		S⁽¹⁾		315	D	$278.6504 ⁽²⁾	116894	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 ⁽¹³⁾
Class A Common Stock	11/9/2020		S⁽¹⁾		126	D	$280.5242 ⁽³⁾	116768	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 ⁽¹³⁾
Class A Common Stock	11/9/2020		S⁽¹⁾		377	D	$282.2478 ⁽⁴⁾	116391	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 ⁽¹³⁾
Class A Common Stock	11/9/2020		S⁽¹⁾		694	D	$283.4565 ⁽⁵⁾	115697	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 ⁽¹³⁾
Class A Common Stock	11/9/2020		S⁽¹⁾		331	D	$284.3639 ⁽⁶⁾	115366	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 ⁽¹³⁾
Class A Common Stock	11/9/2020		S⁽¹⁾		389	D	$285.9721 ⁽⁷⁾	114977	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 ⁽¹³⁾
Class A Common Stock	11/9/2020		S⁽¹⁾		999	D	$287.1806 ⁽⁸⁾	113978	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 ⁽¹³⁾
Class A Common Stock	11/9/2020		S⁽¹⁾		990	D	$288.0843 ⁽⁹⁾	112988	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 ⁽¹³⁾
Class A Common Stock	11/9/2020		S⁽¹⁾		1077	D	$289.6458 ⁽¹⁰⁾	111911	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 ⁽¹³⁾
Class A Common Stock	11/9/2020		S⁽¹⁾		714	D	$290.5905 ⁽¹¹⁾	111197	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 ⁽¹³⁾
Class A Common Stock	11/9/2020		S⁽¹⁾		238	D	$291.4356 ⁽¹²⁾	110959	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 ⁽¹³⁾
Class A Common Stock	11/9/2020		S⁽¹⁴⁾		265	D	$278.6556 ⁽¹⁵⁾	102735	I	By Chan Zuckerberg Initiative Advocacy ⁽²⁷⁾
Class A Common Stock	11/9/2020		S⁽¹⁴⁾		250	D	$280.5172 ⁽¹⁶⁾	102485	I	By Chan Zuckerberg Initiative Advocacy ⁽²⁷⁾
Class A Common Stock	11/9/2020		S⁽¹⁴⁾		133	D	$281.6268 ⁽¹⁷⁾	102352	I	By Chan Zuckerberg Initiative Advocacy ⁽²⁷⁾
Class A Common Stock	11/9/2020		S⁽¹⁴⁾		392	D	$282.7856 ⁽¹⁸⁾	101960	I	By Chan Zuckerberg Initiative Advocacy ⁽²⁷⁾
Class A Common Stock	11/9/2020		S⁽¹⁴⁾		639	D	$283.6981 ⁽¹⁹⁾	101321	I	By Chan Zuckerberg Initiative Advocacy ⁽²⁷⁾
Class A Common Stock	11/9/2020		S⁽¹⁴⁾		311	D	$284.8648 ⁽²⁰⁾	101010	I	By Chan Zuckerberg Initiative Advocacy ⁽²⁷⁾
Class A Common Stock	11/9/2020		S⁽¹⁴⁾		314	D	$286.2815 ⁽²¹⁾	100696	I	By Chan Zuckerberg Initiative Advocacy ⁽²⁷⁾
Class A Common Stock	11/9/2020		S⁽¹⁴⁾		1169	D	$287.4194 ⁽²²⁾	99527	I	By Chan Zuckerberg Initiative Advocacy ⁽²⁷⁾
Class A Common Stock	11/9/2020		S⁽¹⁴⁾		691	D	$288.2424 ⁽²³⁾	98836	I	By Chan Zuckerberg Initiative Advocacy ⁽²⁷⁾
Class A Common Stock	11/9/2020		S⁽¹⁴⁾		822	D	$289.3164 ⁽²⁴⁾	98014	I	By Chan Zuckerberg Initiative Advocacy ⁽²⁷⁾
Class A Common Stock	11/9/2020		S⁽¹⁴⁾		715	D	$290.5164 ⁽²⁵⁾	97299	I	By Chan Zuckerberg Initiative Advocacy ⁽²⁷⁾
Class A Common Stock	11/9/2020		S⁽¹⁴⁾		299	D	$291.8528 ⁽²⁶⁾	97000	I	By Chan Zuckerberg Initiative Advocacy ⁽²⁷⁾

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock ⁽²⁸⁾	⁽²⁸⁾							⁽²⁸⁾	⁽²⁸⁾	Class A Common Stock	5676058		5676058	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 ⁽²⁹⁾
Class B Common Stock ⁽²⁸⁾	⁽²⁸⁾							⁽²⁸⁾	⁽²⁸⁾	Class A Common Stock	355799225		355799225	I	By CZI Holdings LLC ⁽³⁰⁾
Class B Common Stock ⁽²⁸⁾	⁽²⁸⁾							⁽²⁸⁾	⁽²⁸⁾	Class A Common Stock	1908602		1908602	I	By Chan Zuckerberg Initiative Foundation ⁽³¹⁾

Explanation of Responses:
(1)	The sales reported were effected by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 3, dated 5/8/2014 pursuant to its Rule 10b5-1 trading plan.
(2)	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 $278.700 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.
(3)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $280.150 to $280.840 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 $282.080 to $282.910 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 $283.140 to $284.100 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.
(6)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $284.260 to $284.520 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 $285.450 to $286.405 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 $286.625 to $287.570 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 $287.810 to $288.580 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 $289.150 to $290.060 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 $290.180 to $290.930 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 $291.325 to $291.890 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)	Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 3, dated 5/8/2014.
(14)	The sales reported were effected by Chan Zuckerberg Initiative Advocacy, formerly known as Chan Zuckerberg Advocacy ("CZI Advocacy"), pursuant to its Rule 10b5-1 trading plan.
(15)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $278.610 to $278.670 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $280.145 to $281.045 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.
(17)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $281.150 to $281.900 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.
(18)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $282.200 to $283.190 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.
(19)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $283.210 to $284.130 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.
(20)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $284.515 to $285.450 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.
(21)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $285.845 to $286.490 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.
(22)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $286.850 to $287.825 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.
(23)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $287.970 to $288.830 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.
(24)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $289.025 to $289.965 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.
(25)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $290.035 to $290.930 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.
(26)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $291.545 to $292.430 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.
(27)	Shares held of record by CZI Advocacy. The reporting person is deemed to have voting and investment power over the shares held by CZI Advocacy, but has no pecuniary interest in these shares.
(28)	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.
(29)	Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg Trust dated July 7, 2006 ("2006 Trust").
(30)	Shares held of record by CZI Holdings, LLC ("CZI"). Mark Zuckerberg, Trustee of the 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.
(31)	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 occurring on November 9, 2020 reported on the Form 4 filed by the reporting person on November 9, 2020.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Zuckerberg Mark C/O FACEBOOK, INC. 1601 WILLOW ROAD MENLO PARK, CA 94025	X	X	COB and CEO