FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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 *

Levine Marne L.
2. Date of Event Requiring Statement (MM/DD/YYYY)
9/7/2021 

3. Issuer Name and Ticker or Trading Symbol

Facebook Inc [FB]
(Last)        (First)        (Middle)

C/O FACEBOOK, INC., 1601 WILLOW ROAD
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                          _____ 10% Owner
___X___ Officer (give title below)        _____ Other (specify below)
Chief Business Officer /
(Street)

MENLO PARK, CA 94025      

(City)              (State)              (Zip)
5. 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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units (RSU) (Class A) (1) (2) (2)Class A Common Stock 20638 $0 D  
Restricted Stock Units (RSU) (Class A) (1) (3) (3)Class A Common Stock 14057 $0 D  
Restricted Stock Units (RSU) (Class A) (1) (4) (4)Class A Common Stock 11783 $0 D  
Restricted Stock Units (RSU) (Class A) (1) (5) (5)Class A Common Stock 8560 $0 D  
Restricted Stock Units (RSU) (Class A) (1) (6) (6)Class A Common Stock 22304 $0 D  
Restricted Stock Units (RSU) (Class A) (1) (7) (7)Class A Common Stock 29992 $0 D  
Restricted Stock Units (RSU) (Class A) (1) (8) (8)Class A Common Stock 47204 $0 D  
Restricted Stock Units (RSU) (Class A) (1) (9) (9)Class A Common Stock 37763 $0 D  

Explanation of Responses:
(1) Each Restricted Stock Unit ("RSU") represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.
(2) The RSUs vest quarterly as to 1/16th of the total RSUs underlying the original grant, beginning on February 15, 2019, subject to continued service through each vesting date.
(3) The RSUs vest quarterly as to 1/16th of the total RSUs underlying the original grant, beginning on February 15, 2019, subject to continued service through each vesting date.
(4) The RSUs vest quarterly as to 1/16th of the total RSUs underlying the original grant, beginning on February 15, 2019, subject to continued service through each vesting date.
(5) The RSUs vest quarterly as to 1/16th of the total RSUs underlying the original grant, beginning on February 15, 2019, subject to continued service through each vesting date.
(6) The RSUs vest quarterly as to 1/16th of the total RSUs underlying the original grant, beginning on May 15, 2019, subject to continued service through each vesting date.
(7) The RSUs vest quarterly as to 1/16th of the total RSUs underlying the original grant, beginning on May 15, 2020, subject to continued service through each vesting date.
(8) The RSUs vest quarterly as to 1/16th of the total RSUs, beginning on November 15, 2021, subject to continued service through each vesting date.
(9) The RSUs vest quarterly as to 1/20th of the total RSUs, beginning on February 15, 2024, subject to continued service through each vesting date.

Remarks:
Exhibit List - Exhibit 24.1 - Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Levine Marne L.
C/O FACEBOOK, INC.
1601 WILLOW ROAD
MENLO PARK, CA 94025


Chief Business Officer

Signatures
/s/ Michael Johnson, attorney-in-fact for Marne L. Levine9/17/2021
**Signature of Reporting PersonDate

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