Ownership Submission
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, 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: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  DST Global III, L.P.
 2. Date of Event Requiring Statement (Month/Day/Year)
05/17/2012		 3. Issuer Name and Ticker or Trading Symbol
Facebook Inc [FB]
(Last)
(First)
(Middle)
C/O TULLOCH & CO., 4 HILL STREET		 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 Original Filed(Month/Day/Year)
(Street)

LONDON, X0 W1J5NE		 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 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 1,697,217
D (1)
 
Class A Common Stock 48,123,195
I
See Footnote (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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.

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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DST Global III, L.P.
C/O TULLOCH & CO., 4 HILL STREET
LONDON, X0 W1J5NE		     X    
DST Managers Ltd
C/O TULLOCH & CO., 4 HILL STREET
LONDON, X0 W1J 5NE		     X    
DST Global Advisors Ltd
C/O TULLOCH & CO., 4 HILL STREET
LONDON, X0 W1J 5NE		     X    
Cardew Services Ltd
C/O TULLOCH & CO., 4 HILL STREET
LONDON, X0 W1J 5NE		     X    
Orland Properties Ltd
C/O TULLOCH & CO., 4 HILL STREET
LONDON, X0 W1J 5NE		     X    
Channel Trustees Ltd as trustee of the Yury Milner Trust
C/O TULLOCH & CO., 4 HILL STREET
LONDON, X0 W1J 5NE		     X    

Signatures

DST Global III, L.P., By: DST Managers Limited, its general partner, By: /s/ Alastair Tulloch, Secretary 05/17/2012
**Signature of Reporting Person Date
DST Managers Limited, By: /s/ Alastair Tulloch, Secretary 05/17/2012
**Signature of Reporting Person Date
DST Global Advisors Limited, By: /s/ Alastair Tulloch, Secretary 05/17/2012
**Signature of Reporting Person Date
Cardew Services Limited, By: /s/ Alastair Tulloch, Secretary 05/17/2012
**Signature of Reporting Person Date
Orland Properties Limited, By: /s/ Alastair Tulloch, Secretary 05/17/2012
**Signature of Reporting Person Date
The Yury Milner Trust, By: /s/ Alastair Tulloch, Trustee 05/17/2012
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) These shares are owned directly by DST Global III, L.P., whose general partner is DST Manager Limited, which is a wholly-owned subsidiary of DST Global Advisors Limited, which is a wholly-owned subsidiary of Cardew Services Limited, which is a wholly-owned subsidiary of Orland Properties Limited, which is controlled by The Yury Milner Trust. Each reporting person other than DST Global III, L.P. and The Yury Milner Trust may be deemed to have an indirect pecuniary interest in the shares but disclaims beneficial ownership.
(2) Of the reporting persons, only DST Gl obal Advisors Limited may be deemed to have an indirect pecuniary interest in these shares, which are held by an unrelated third party, by virtue of an entitlement to fees based on investment performance of the shares. DST Global Advisors Limited disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.
 
Remarks:
Exhibit List

Exhibit 99 - Joint Filer Information

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.