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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

  NAMES OF REPORTING PERSONS

  S.S. or I.R.S. Identification Nos. of Above Persons (Entities Only)

  Mark Zuckerberg

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  366,875,135 (1)(2)(6)

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  350,577,496 (2)(3)(6)

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  366,875,135 (1)(2)(6)

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  14.0% (2)(4)(5)(6)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

Consists of (i) 4,392,197 shares of Class B Common Stock held of record by Mark Zuckerberg, Trustee of the Mark Zuckerberg Trust dated July 7, 2006, (ii) 599,306 shares of Class A Common Stock and 1,908,602 shares of Class B Common Stock held of record by Mark Zuckerberg, Trustee and Settlor of the Chan Zuckerberg Initiative Foundation, (iii) 343,444,991 shares of Class B Common Stock held of record by CZI Holdings, LLC, (iv) 232,400 shares of Class A Common Stock held of record by Chan Zuckerberg Initiative Advocacy, and (v) 16,297,639 shares of Class B Common Stock held by other stockholders, over which, under all but certain limited circumstances, Mark Zuckerberg (the “Reporting Person”) holds an irrevocable proxy, pursuant to voting agreements between the Reporting Person, the Issuer, and such stockholders. The Reporting Person also holds an irrevocable proxy, pursuant to such voting agreements, over certain shares of Class A Common Stock held by such stockholders. Such stockholders have not furnished the Reporting Person with ownership information with respect to such shares of Class A Common Stock in connection with the preparation of this Schedule 13G, and the Reporting Person is not affiliated with such stockholders and does not have access to such ownership information, so for reporting purposes no such shares of Class A Common Stock are included in this Schedule 13G.

Each share of Class B Common Stock is convertible at any time into one share of Class A Common Stock.

Consists of (i) 4,392,197 shares of Class B Common Stock held of record by Mark Zuckerberg, Trustee of the Mark Zuckerberg Trust dated July 7, 2006, (ii) 599,306 shares of Class A Common Stock and 1,908,602 shares of Class B Common Stock held of record by Mark Zuckerberg, Trustee and Settlor of the Chan Zuckerberg Initiative Foundation, (iii) 343,444,991 shares of Class B Common Stock held of record by CZI Holdings, LLC, and (iv) 232,400 shares of Class A Common Stock held of record by Chan Zuckerberg Initiative Advocacy.

Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 2,249,718,134 shares of Class A Common Stock outstanding as of December 31, 2022, as reported by the Issuer to the Reporting Person, and (ii) 366,043,429 shares of Class B Common Stock beneficially owned by the Reporting Person (which number includes the shares of Class B Common Stock held by other stockholders, over which, under all but certain limited circumstances, the Reporting Person holds an irrevocable proxy as set forth in footnote “(1)” immediately above). The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.

Each share of Class A Common Stock is entitled to one vote and each share of Class B Common Stock is entitled to ten votes. There were 366,876,470 shares of Class B Common Stock outstanding as of December 31, 2022, as reported by the Issuer to the Reporting Person, including the 366,043,429 shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in footnote “(4)” immediately above. The percentage reported does not reflect the ten for one voting power of the Class B Common Stock because these shares are treated as converted into Class A Common Stock for the purpose of this report.

Reports holdings as of December 31, 2022.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person Filing:

Address of Principal Business Office or, if none, Residence:

Citizenship:

Title of Class of Securities:

CUSIP No.:

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Ownership:

Consists of (i) 4,392,197 shares of Class B Common Stock held of record by Mark Zuckerberg, Trustee of the Mark Zuckerberg Trust dated July 7, 2006, (ii) 599,306 shares of Class A Common Stock and 1,908,602 shares of Class B Common Stock held of record by Mark Zuckerberg, Trustee and Settlor of the Chan Zuckerberg Initiative Foundation, (iii) 343,444,991 shares of Class B Common Stock held of record by CZI Holdings, LLC, (iv) 232,400 shares of Class A Common Stock held of record by Chan Zuckerberg Initiative Advocacy, and (v) 16,297,639 shares of Class B Common Stock held by other stockholders, over which, under all but certain limited circumstances, the Reporting Person holds an irrevocable proxy, pursuant to voting agreements between the Reporting Person, the Issuer, and such stockholders. The Reporting Person also holds an irrevocable proxy, pursuant to such voting agreements, over certain shares of Class A Common Stock held by such stockholders. Such stockholders have not furnished the Reporting Person with ownership information with respect to such shares of Class A Common Stock in connection with the preparation of this Schedule 13G, and the Reporting Person is not affiliated with such stockholders and does not have access to such ownership information, so for reporting purposes no such shares of Class A Common Stock are included in this Schedule 13G.

Each share of Class B Common Stock is convertible at any time into one share of Class A Common Stock.

Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Item 4(a) by (b) the sum of (i) 2,249,718,134 shares of Class A Common Stock outstanding as of December 31, 2022, as reported by the Issuer to the Reporting Person, and (ii) 366,043,429 shares of Class B Common Stock beneficially owned by the Reporting Person (which number includes the shares of Class B Common Stock held by other stockholders, over which, under all but certain limited circumstances, the Reporting Person holds an irrevocable proxy as set forth in footnote “(1)” immediately above). The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.

Each share of Class A Common Stock is entitled to one vote and each share of Class B Common Stock is entitled to ten votes. There were 366,876,470 shares of Class B Common Stock outstanding as of December 31, 2022, as reported by the Issuer to the Reporting Person, including the 366,043,429 shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in footnote “(3)” immediately above. The percentage reported does not reflect the ten for one voting power of the Class B Common Stock because these shares are treated as converted into Class A Common Stock for the purpose of this report.

Consists of (i) 4,392,197 shares of Class B Common Stock held of record by Mark Zuckerberg, Trustee of the Mark Zuckerberg Trust dated July 7, 2006, (ii) 599,306 shares of Class A Common Stock and 1,908,602 shares of Class B Common Stock held of record by Mark Zuckerberg, Trustee and Settlor of the Chan Zuckerberg Initiative Foundation, (iii) 343,444,991 shares of Class B Common Stock held of record by CZI Holdings, LLC, and (iv) 232,400 shares of Class A Common Stock held of record by Chan Zuckerberg Initiative Advocacy.

Reports holdings as of December 31, 2022.

Ownership of Five Percent or Less of a Class:

Ownership of More than Five Percent on Behalf of Another Person:

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

Identification and Classification of Members of the Group:

Notice of Dissolution of Group:

Certifications: