Edgar Filing: Meritech Capital Partners III LP

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 ^*

Meritech Management Associates III L.L.C.

2. Issuer Name and Ticker or Trading Symbol
Facebook Inc [FB]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

245 LYTTON AVENUE, SUITE 350

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2012

(Street)

PALO ALTO, CA 94301

4. If Amendment, Date Original Filed(Month/Day/Year)

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 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	05/22/2012		C⁽¹⁾		6,873,496	A	⁽²⁾	6,873,496	I	See footnote ⁽³⁾
Class A Common Stock	05/22/2012		S		6,873,496	D	$ 37.58	0	I	See footnote ⁽³⁾
Class A Common Stock	05/22/2012		C⁽¹⁾		125,284	A	⁽²⁾	125,284	I	See footnote ⁽⁴⁾
Class A Common Stock	05/22/2012		S		125,284	D	$ 37.58	0	I	See footnote ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series C Convertible Preferred Stock

⁽⁵⁾

05/22/2012

C⁽⁵⁾

34,367,483

⁽⁵⁾

Class B Common Stock

34,367,483

$ 0

See footnote ⁽³⁾

Series C Convertible Preferred Stock

⁽⁵⁾

05/22/2012

C⁽⁵⁾

626,420

⁽⁵⁾

Class B Common Stock

626,420

$ 0

See footnote ⁽⁴⁾

Class B Common Stock

⁽²⁾

05/22/2012

C⁽¹⁾

6,873,496

⁽²⁾

Class A Common Stock

6,873,496

$ 0

32,759,327

See footnote ⁽³⁾

Class B Common Stock

⁽²⁾

05/22/2012

C⁽¹⁾

125,284

⁽²⁾

Class A Common Stock

125,284

$ 0

597,116

See footnote ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Meritech Management Associates III L.L.C. 245 LYTTON AVENUE, SUITE 350 PALO ALTO, CA 94301		X
Meritech Capital Associates III L.L.C. 245 LYTTON AVENUE, SUITE 350 PALO ALTO, CA 94301		X
Meritech Capital Partners III LP 245 LYTTON AVENUE, SUITE 350 PALO ALTO, CA 94301		X
MERITECH CAPITAL AFFILIATES III L P 245 LYTTON AVENUE, SUITE 350 PALO ALTO, CA 94301		X
MADERA PAUL S 245 LYTTON AVENUE, SUITE 350 PALO ALTO, CA 94301		X
GORDON MICHAEL B 245 LYTTON AVENUE, SUITE 350 PALO ALTO, CA 94301		X
Bischof George 245 LYTTON AVENUE, SUITE 350 PALO ALTO, CA 94301		X
Ward Rob 245 LYTTON AVENUE, SUITE 350 PALO ALTO, CA 94301		X

Signatures

/s/ Joel Backman, by power of attorney for Meritech Management Associates III L.L.C.		05/22/2012
^**Signature of Reporting Person		Date
/s/ Joel Backman, by power of attorney for Meritech Management Associates III L.L.C., the managing member of Meritech Capital Associates III L.L.C.		05/22/2012
^**Signature of Reporting Person		Date
/s/ Joel Backman, by power of attorney for Meritech Management Associates III L.L.C., the managing member of Meritech Capital Associates III L.L.C., the general partner of Meritech Capital Partners III L.P.		05/22/2012
^**Signature of Reporting Person		Date
/s/ Joel Backman, by power of attorney for Meritech Management Associates III L.L.C., the managing member of Meritech Capital Associates III L.L.C., the general partner of Meritech Capital Affiliates III L.P.		05/22/2012
^**Signature of Reporting Person		Date
/s/ Joel Backman, by power of attorney for Paul S. Madera		05/22/2012
^**Signature of Reporting Person		Date
/s/ Joel Backman, by power of attorney for Michael B. Gordon		05/22/2012
^**Signature of Reporting Person		Date
/s/ Joel Backman, by power of attorney for George H. Bischof		05/22/2012
^**Signature of Reporting Person		Date
/s/ Joel Backman, by power of attorney for Rob Ward		05/22/2012
^**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)	Each share of Class A Common Stock was issued upon conversion of one share of Class B Common Stock.
(2)	Each share of Class B Common Stock is convertible at any time (a) at the holder's option or (b) upon certain transfers of such shares, into the issuer's Class A Common Stock on a 1-for-1 basis and has no expiration date.
(3)	The reported securities are held of record by Meritech Capital Partners III L.P. ("MCP III"). Meritech Capital Associates III L.L.C., the general partner of MCP III, has sole voting and dispositive power with respect to the securities held by MCP III. The managing member of Meritech Capital Associates III L.L.C. is Meritech Management Associates III L.L.C. Paul S. Madera, Michael B. Gordon, Robert D. Ward and George H. Bischof, the managing members of Meritech Management Associates III L.L.C., share voting and dispositive power with respect to the shares held by MCP III. Such persons and entities disclaim beneficial ownership of the securities held by MCP III except to the extent of any pecuniary interest therein.
(4)	The reported securities are held of record by Meritech Capital Affiliates III L.P ("MCA III"). Meritech Capital Associates III L.L.C., the general partner of MCA III, has sole voting and dispositive power with respect to the securities held by MCA III. The managing member of Meritech Capital Associates III L.L.C. is Meritech Management Associates III L.L.C. Paul S. Madera, Michael B. Gordon, Robert D. Ward and George H. Bischof, the managing members of Meritech Management Associates III L.L.C., share voting and dispositive power with respect to the shares held by MCA III. Such persons and entities disclaim beneficial ownership of the securities held by MCA III except to the extent of any pecuniary interest therein.
(5)	Each share of the issuer's Series C Convertible Preferred Stock automatically converted into 1.004909 shares of the issuer's Class B Common Stock on May 22, 2012 in connection with the closing of the issuer's sale of its Class A Common Stock in its firm commitment initial public offering pursuant to a registration statement on Form S-1 (File No. 333-179287) under the Securities Act of 1933, as amended, and had no expiration date.

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