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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
Stretch Colin
   2. Issuer Name and Ticker or Trading Symbol
Facebook Inc [FB] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP and General Counsel
(Last)
(First)
(Middle)
C/O FACEBOOK, INC., 1601 WILLOW ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
08/15/2018
(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 08/15/2018   S(1)   750 D $ 179.17 85,615 D  
Class A Common Stock 08/15/2018   M   8,018 A $ 0 93,633 D  
Class A Common Stock 08/15/2018   F   3,909 (2) D $ 181.11 89,724 D  
Class A Common Stock 08/15/2018   M   4,952 A $ 0 94,676 D  
Class A Common Stock 08/15/2018   F   2,402 (2) D $ 181.11 92,274 D  
Class A Common Stock 08/15/2018   M   5,060 A $ 0 97,334 D  
Class A Common Stock 08/15/2018   F   2,432 (2) D $ 181.11 94,902 D  
Class A Common Stock 08/15/2018   M   4,713 A $ 0 99,615 D  
Class A Common Stock 08/15/2018   F   2,256 (2) D $ 181.11 97,359 D  
Class A Common Stock 08/15/2018   M   3,424 A $ 0 100,783 D  
Class A Common Stock 08/15/2018   F   1,639 (2) D $ 181.11 99,144 D  
Class A Common Stock               500 I By The Graham Stretch Family Foundation (3)

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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (RSU) (Class A) (4) 08/15/2018   M     8,018   (5) 03/16/2024 Class A Common Stock 8,018 $ 0 16,036 D  
Restricted Stock Units (RSU) (Class A) (4) 08/15/2018   M     4,952   (6) 03/15/2025 Class A Common Stock 4,952 $ 0 24,763 D  
Restricted Stock Units (RSU) (Class A) (4) 08/15/2018   M     5,060   (7) 03/14/2026 Class A Common Stock 5,060 $ 0 65,772 D  
Restricted Stock Units (RSU) (Class A) (4) 08/15/2018   M     4,713   (8) 03/14/2027 Class A Common Stock 4,713 $ 0 51,845 D  
Restricted Stock Units (RSU) (Class A) (4) 08/15/2018   M     3,424   (9) 03/19/2028 Class A Common Stock 3,424 $ 0 47,936 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Stretch Colin
C/O FACEBOOK, INC.
1601 WILLOW ROAD
MENLO PARK, CA 94025		       VP and General Counsel  

Signatures

 /s/ Michael Johnson as attorney-in-fact for Colin Stretch   08/17/2018
**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 sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the holder.
(2) Represents the number of shares of Class A Common Stock that have been withheld by the issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the Restricted Stock Units ("RSUs") and does not represent a sale by the reporting person.
(3) Shares held of record by The Graham Stretch Family Foundation (the "Foundation"). The reporting person's spouse is president of the Foundation and has voting and investment control of the Foundation.
(4) Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.
(5) The RSUs vest as to 1/5th of the total shares on February 15, 2015, after which 1/20th of the total shares vest quarterly, subject to continued service through each vesting date.
(6) The RSUs vest as to 1/16th of the total shares quarterly, beginning on February 15, 2016, subject to continued service through each vesting date.
(7) The RSUs shall vest quarterly as to 1/16th of the total shares, commencing the first quarter following November 15, 2017, subject to continued service through each vesting date.
(8) The RSUs shall vest quarterly as to 1/16th of the total shares, commencing the first quarter following May 15, 2017, subject to continued service through each vesting date.
(9) The RSUs shall vest quarterly as to 1/16th of the total shares, commencing the first quarter following February 15, 2018, subject to continued service through each vesting date.

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.