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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Levine Marne L.

(Last) (First) (Middle)
C/O FACEBOOK, INC.
1601 WILLOW ROAD

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/07/2021
3. Issuer Name and Ticker or Trading Symbol
Facebook Inc [ FB ]
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
5. If Amendment, Date of 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
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 Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (RSU) (Class A) (1)   (2)   (2) Class A Common Stock 20,638 0 D  
Restricted Stock Units (RSU) (Class A) (1)   (3)   (3) Class A Common Stock 14,057 0 D  
Restricted Stock Units (RSU) (Class A) (1)   (4)   (4) Class A Common Stock 11,783 0 D  
Restricted Stock Units (RSU) (Class A) (1)   (5)   (5) Class A Common Stock 8,560 0 D  
Restricted Stock Units (RSU) (Class A) (1)   (6)   (6) Class A Common Stock 22,304 0 D  
Restricted Stock Units (RSU) (Class A) (1)   (7)   (7) Class A Common Stock 29,992 0 D  
Restricted Stock Units (RSU) (Class A) (1)   (8)   (8) Class A Common Stock 47,204 0 D  
Restricted Stock Units (RSU) (Class A) (1)   (9)   (9) Class A Common Stock 37,763 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
/s/ Michael Johnson, attorney-in-fact for Marne L. Levine 09/17/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Exhibit 24  

 

POWER OF ATTORNEY

 

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Jennifer Newstead and Michael Johnson, and each of them, his true and lawful attorney-in-fact to:

 

(1)       execute for and on behalf of the undersigned, in the undersigned’s capacity as a representative of Facebook, Inc. (the “Company”), any and all Form 3, 4 or 5 reports required to be filed by the undersigned in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and the rules thereunder with respect to transactions in securities of the Company;

 

(2)       do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 report and timely file such report with the U.S. Securities and Exchange Commission and any stock exchange or similar authority; and

 

(3)       take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in her/his discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or her/his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that no such attorney-in-fact, in serving in such capacity at the request of the undersigned, is hereby assuming, nor is the Company hereby assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Form 3, 4 or 5 reports with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the 15th day of September, 2021.

 

Signature: /s/ Marne L. Levine

Print Name: Marne L. Levine