As filed with the Securities and Exchange Commission on January 28, 2021
     Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
______________________
Facebook, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 20-1665019
(State or Other Jurisdiction
of Incorporation or Organization) 		(I.R.S. Employer
Identification No.)
1601 Willow Road
Menlo Park, California 94025
(Address of Principal Executive Offices) (Zip Code)
2012 Equity Incentive Plan
(Full Title of the Plans)
______________________
David M. Wehner
Chief Financial Officer
Facebook, Inc.
1601 Willow Road
Menlo Park, California 94025
(Name and Address of Agent For Service)
(650) 543-4800
(Telephone Number, including area code, of agent for service)
______________________

Copies to:
Michael Kaplan, Esq.
Adam Kaminsky, Esq.
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
Jennifer G. Newstead, Esq.
David W. Kling, Esq.
Michael L. Johnson, Esq.
Facebook, Inc.
1601 Willow Road
Menlo Park, California 94025
(650) 543-4800
______________________
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
x
Accelerated filer
¨
Non-accelerated filer
¨
Smaller reporting company
¨
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨


CALCULATION OF REGISTRATION FEE
 
Title of Securities
To Be Registered
Amount To Be
Registered(1)
Proposed Maximum Offering Price
Per Share 		Proposed Maximum Aggregate Offering Price Amount of Registration Fee
Class A common stock, $0.000006 par value per share
Reserved for future issuance under the 2012 Equity Incentive Plan
16,000,000(2)
$270.55(3)
$ 4,328,800,000  $ 472,273 
     TOTAL
16,000,000 $ 4,328,800,000  $ 472,273 
(1)    Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (“Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Class A common stock that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration that results in an increase in the number of the outstanding shares of the Registrant’s Class A common stock.
(2)    Represents additional shares of the Registrant’s Class A common stock reserved for issuance under the Registrant’s 2012 Equity Incentive Plan (the “2012 Plan”) pursuant to the provisions of the 2012 Plan that provide for an automatic annual increase in the number of shares reserved for issuance under the 2012 Plan.
(3)    Estimated in accordance with Rules 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee based on the average of the high and low prices of the Registrant’s Class A common stock as reported on the Nasdaq Global Select Market on January 21, 2021.




REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, Facebook, Inc. (“Registrant”) is filing this Registration Statement on Form S-8 with the U.S. Securities and Exchange Commission (the “Commission”) to register 16,000,000 additional shares of the Registrant’s Class A common stock for issuance under the Registrant’s 2012 Equity Incentive Plan (the “2012 Plan”), pursuant to the provisions of the 2012 Plan that provide for an automatic annual increase in the number of shares reserved for issuance under the 2012 Plan. This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statements on Form S-8 filed with the Commission on January 30, 2020 (Registration No. 333-236161), January 31, 2019 (Registration No. 333-229457), February 1, 2018 (Registration No. 333-222823), February 1, 2013 (Registration No. 333-186402) and May 21, 2012 (Registration No. 333-181566). In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement.



PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:
(a)the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the Commission on January 28, 2021;
(b)all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant's Annual Report referred to in (a) above; and
(c)the description of the Registrant’s Class A common stock contained in the Registrant’s Registration Statement on Form 8-A (Registration No. 001-35551) filed with the Commission on May 14, 2012, including any amendments or reports filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein. Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K prior or subsequent to the filing of this Registration Statement shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement.
Item 5. Interests of Named Experts and Counsel.
Not applicable.



Item 8. Exhibits.
Exhibit Incorporated by Reference Filed
Number Exhibit Description Form File No. Exhibit Filing Date Herewith
4.1 10-Q 001-35551 3.1 October 30, 2020
4.2 8-K 001-35551 3.1 April 15, 2019
4.3 S-1 333-179287 4.1 February 8, 2012
5.1 X
23.1 X
23.2 X
24.1 X
99.1 10-Q 001-35551 10.1 April 30, 2020
99.2 10-Q 001-35551 10.2 July 31, 2012
99.3 10-K 001-35551 10.3(C) January 29, 2015
99.4 10-Q 001-35551 10.1 May 4, 2017
99.5 10-Q 001-35551 10.1 July 27, 2017
99.6 10-Q 001-35551 10.2 April 26, 2018
99.7 10-K 001-35551 10.3(G) January 31, 2019
99.8 10-Q 001-35551 10.2 April 25, 2019
99.9 10-Q 001-35551 10.2 April 30, 2020



SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Menlo Park, State of California, on this 28th day of January 2021.


FACEBOOK, INC.
Date: January 28, 2021
/S/ David M. Wehner 
David M. Wehner
Chief Financial Officer



POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of Registrant do hereby constitute and appoint David M. Wehner, Chief Financial Officer, and David W. Kling, Vice President, Deputy General Counsel and Secretary, and each of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

Signature Title Date
/s/ Mark Zuckerberg Chairman and Chief Executive Officer January 28, 2021
Mark Zuckerberg
(Principal Executive Officer)
/s/ David M. Wehner Chief Financial Officer January 28, 2021
David M. Wehner
(Principal Financial Officer)
/S/ Susan J.S. Taylor
Chief Accounting Officer January 28, 2021
Susan J.S. Taylor
(Principal Accounting Officer)
/s/ Peggy Alford Director January 28, 2021
Peggy Alford
/s/ Marc L. Andreessen Director January 28, 2021
Marc L. Andreessen
/s/ Andrew W. Houston Director January 28, 2021
Andrew W. Houston
/s/ Nancy Killefer Director January 28, 2021
Nancy Killefer
/s/ Robert M. Kimmitt Director January 28, 2021
Robert M. Kimmitt
/s/ Sheryl K. Sandberg Director January 28, 2021
Sheryl K. Sandberg
/s/ Peter A. Thiel Director January 28, 2021
Peter A. Thiel
/s/ Tracey T. Travis Director January 28, 2021
Tracey T. Travis




DPPICTURE1.JPG
EXHIBITS 5.1 AND 23.2
OPINION OF DAVIS POLK & WARDWELL LLP
January 28, 2021

Facebook, Inc.
1601 Willow Road
Menlo Park, California 94025
Ladies and Gentlemen:

We have acted as special counsel to Facebook, Inc., a Delaware corporation (the “Company”), and are delivering this opinion in connection with the filing of the Company’s Registration Statement on Form S‑8 (the “Registration Statement”) with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), an aggregate of 16,000,000 shares of Class A common stock, $0.000006 par value per share (the “Securities”), issuable pursuant to the Company’s 2012 Equity Incentive Plan, as amended and restated to date (the “Plan”).

We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.

In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.

On the basis of the foregoing, we are of the opinion that the Securities have been duly authorized and, when and to the extent issued pursuant to the Plan upon receipt by the Company of the consideration for the Securities specified therein, will be validly issued, fully paid and non-assessable.



We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.






Very truly yours,

/s/ Davis Polk & Wardwell LLP
___________________________________
Davis Polk & Wardwell LLP



EXHIBIT 23.1


Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2012 Equity Incentive Plan of Facebook, Inc. of our reports dated January 27, 2021, with respect to the consolidated financial statements of Facebook, Inc. and the effectiveness of internal control over financial reporting of Facebook, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2020, filed with the Securities and Exchange Commission.


/s/ Ernst & Young LLP

Redwood City, California
January 28, 2021