SEC Form 3
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*
DST USA II Ltd

(Last) (First) (Middle)
24 DE CASTRO ST. WICKAMS CAY 1

(Street)
TORTOLA D8

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/17/2012
3. Issuer Name and Ticker or Trading Symbol
Facebook Inc [ FB ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
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)
Class A Common Stock 25,073,926 D
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
Class B Common Stock (1) (1) Class A Common Stock 27,766,071 (1) D
Series A Preferred Stock (2) (2) Class B Common Stock(1) 17,790,052 (2) D
Series E Preferred Stock (3) (3) Class B Common Stock(1) 7,507,835 (3) D
Explanation of Responses:
1. Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value (subject to certain exceptions).
2. The Series A Preferred Stock is convertible into Class B Common Stock on a one-for-one basis at any time and has no expiration date. The Series A Preferred Stock will automatically convert into Class B Common Stock immediately prior to the closing of the Issuer's initial public offering of Class A Common Stock.
3. The Series E Preferred Stock is convertible into Class B Common Stock on a one-for-one basis at any time and has no expiration date. The Series E Preferred Stock will automatically convert into Class B Common Stock immediately prior to the closing of the Issuer's initial public offering of Class A Common Stock.
Remarks:
Due to the management agreement with DST Global Advisors Limited, DST USA II Limited is deemed to be part of a "group" with DST Global Advisors Limited and the other persons it advises.
/s/ Brett Armitage, director of DST USA II Limited 05/17/2012
** 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 5 (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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