SEC Form 4 · accession 0001127602-15-006928
Meta Platforms, Inc. · META
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Todd Schroepfer
Officer — Chief Technology Officer
Period of report
Feb 15, 2015
Accepted (ET)
Feb 18, 2015 · 9:14 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001326801
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | Feb 15, 2015 | C | 86,585 | $0.00 | A | 489,283 | D | |
| Class A Common StockF1 | Feb 15, 2015 | C | 34,122 | $0.00 | A | 523,405 | D | |
| Class A Common StockF2,F3 | Feb 17, 2015 | S | 62,986 | $76.1603 | D | 460,419 | D | |
| Class A Common StockF4 | Feb 17, 2015 | C | 25,000 | $0.00 | A | 485,419 | D | |
| Class A Common StockF6 | Feb 17, 2015 | S | 13,242 | $75.734 | D | 472,177 | D | |
| Class A Common StockF7 | Feb 17, 2015 | S | 11,758 | $76.4649 | D | 460,419 | D | |
| Class A Common StockF4,F8 | Feb 17, 2015 | C | 37,000 | $0.00 | A | 37,000 | I | The Clover Irrevocable Nonexempt Trust u/a/d 6/27/11 |
| Class A Common StockF9,F8 | Feb 17, 2015 | S | 19,669 | $75.7337 | D | 17,331 | I | The Clover Irrevocable Nonexempt Trust u/a/d 6/27/11 |
| Class A Common StockF10,F8 | Feb 17, 2015 | S | 17,331 | $76.4663 | D | 0 | I | The Clover Irrevocable Nonexempt Trust u/a/d 6/27/11 |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Unit (RSU)F11,F12,F13 | — | Feb 15, 2015 | M | 86,585 | D | — | Aug 25, 2020 | Class B Common Stock | 86,585 | 1,125,600 | D |
| Class B Common StockF13 | — | Feb 15, 2015 | M | 86,585 | A | — | — | Class A Common Stock | 86,585 | 86,585 | D |
| Class B Common StockF13,F14 | — | Feb 15, 2015 | C | 86,585 | D | — | — | Class A Common Stock | 86,585 | 0 | D |
| Restricted Stock Unit (RSU)F11,F15,F13 | — | Feb 15, 2015 | M | 34,122 | D | — | May 2, 2022 | Class B Common Stock | 34,122 | 477,713 | D |
| Class B Common StockF13 | — | Feb 15, 2015 | M | 34,122 | A | — | — | Class A Common Stock | 34,122 | 34,122 | D |
| Class B Common StockF13,F14 | — | Feb 15, 2015 | C | 34,122 | D | — | — | Class A Common Stock | 34,122 | 0 | D |
| Stock Option (Right to Buy Class B Common Stock)F16,F13 | $1.85 | Feb 17, 2015 | M | 25,000 | D | — | Jan 11, 2019 | Class B Common Stock | 25,000 | 873,130 | D |
| Class B Common StockF13 | — | Feb 17, 2015 | M | 25,000 | A | — | — | Class A Common Stock | 25,000 | 25,000 | D |
| Class B Common StockF13,F14 | — | Feb 17, 2015 | C | 25,000 | D | — | — | Class A Common Stock | 25,000 | 0 | D |
| Stock Option (Right to Buy Class B Common Stock)F8,F17,F13 | $1.85 | Feb 17, 2015 | M | 37,000 | D | — | Jan 11, 2019 | Class B Common Stock | 37,000 | 26,940 | I |
| Class B Common StockF13,F8 | — | Feb 17, 2015 | M | 37,000 | A | — | — | Class A Common Stock | 37,000 | 37,000 | I |
| Class B Common StockF13,F14,F8 | — | Feb 17, 2015 | C | 37,000 | D | — | — | Class A Common Stock | 37,000 | 0 | I |
Explanation of responses
- F1Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock in connection with the settlement of the Restricted Stock Units ("RSUs") listed in Table II.
- F10The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.10 to $76.88 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (10).
- F11Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.
- F12The RSUs were granted with both (a) a liquidity event-based vesting condition and (b) a service-based vesting condition, both of which conditions must be satisfied in order for the RSUs to vest. The liquidity event-based vesting condition was satisfied on November 17, 2012. The service-based vesting condition was satisfied as to 1/16th of the total number of shares on August 15, 2014, after which 1/16th of the total number of shares vest quarterly, subject to continued service through each vesting date.
- F13The Class B Common Stock is convertible into the issuer's Class A Common Stock on a 1-for-1 basis (a) at the holder's option or (b) upon certain transfers of such shares, and has no expiration date.
- F14The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.
- F15The RSUs vest as to 1/16th of the total shares quarterly, beginning on November 15, 2014, subject to continued service through each vesting date.
- F16The option was 100% vested on August 13, 2013. In connection with certain estate planning transfers, options to purchase an aggregate of 736,060 vested shares are held by Michael Schroepfer and Erin Hoffmann, Co-Trustees of the HS Trust u/a/d 9/28/11.
- F17The option was 100% vested on August 13, 2013.
- F2Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person.
- F3The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.8083 to $76.62 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (3).
- F4Represents the number of shares that were acquired upon the conversion of Class B Common Stock to Class A Common Stock in connection with the exercise of the stock options listed in Table II.
- F5The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
- F6The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.10 to $76.09 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (6).
- F7The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.10 to $76.87 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (7).
- F8Shares held of record by Michael T. Schroepfer and Erin Hoffmann, Co-Trustees of The Clover Irrevocable Nonexempt Trust u/a/d 6/27/11.
- F9The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.10 to $76.09 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (9).