Registration Statement on Form S-1 As filed with the Securities and Exchange Commission on February 1, 2012 Registration No. 333-                   UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549       Form S-1 REGISTRATION STATEMENT Under The Securities Act of 1933       Facebook, Inc. (Exact name of Registrant as specified in its charter)       Delaware    7370         (State or other jurisdiction of incorporation or organization)    (Primary Standard Industrial Classification Code Number)         (IRS Employer Identification No.)   Facebook, Inc. 1601 Willow Road Menlo Park, California 94025 (650) 308-7300 (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)       David A. Ebersman Chief Financial Officer Facebook, Inc. 1601 Willow Road Menlo Park, California 94025 (650) 308-7300 (Name, address, including zip code, and telephone number, including area code, of agent for service)       Please send copies of all communications to:   Gordon K. Fenwick & West LLP 801 California Street Mountain View, California 94041 (650) 988-8500   Theodore W.

Johnson, Esq. Blank cenniki onlajn. Facebook, Inc. 1601 Willow Road Menlo Park, California 94025 (650) 308-7300   William H. Hinman, Jr., Esq. Simpson Thacher & Bartlett LLP 2550 Hanover Street Palo Alto, California 94304 (650) 251-5000       Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. Neither we, nor the selling stockholders, nor the underwriters, have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you.

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We and the selling stockholders are offering to sell, and seeking offers to buy, shares of our Class A common stock only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our Class A common stock. Our business, financial condition, results of operations, and prospects may have changed since that date. The information in this preliminary prospectus is not complete and is subject to change. No person should rely on the information contained in this document for any purpose other than participating in our proposed initial public offering, and only the preliminary prospectus dated, 2012, is authorized by us to be used in connection with our proposed initial public offering. The preliminary prospectus will only be distributed by us and the underwriters named herein and no other person has been authorized by us to use this document to offer or sell any of our securities.