SEC Form 4 · accession 0001127602-15-006933

Meta Platforms, Inc. · META

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

David B. Fischer

Officer — VP Marketing & Bus. Part.

Period of report

Feb 15, 2015

Accepted (ET)

Feb 18, 2015 · 9:18 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
Class A Common Stock^F1	Feb 15, 2015	C	117,945	$0.00	A	467,198	D
Class A Common Stock^F1	Feb 15, 2015	C	18,788	$0.00	A	485,986	D
Class A Common Stock	Feb 15, 2015	M	15,034	$0.00	A	501,020	D
Class A Common Stock^F2,F3	Feb 17, 2015	S	78,257	$76.1537	D	422,763	D

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)^F4,F5,F6	—	Feb 15, 2015	M	117,945	D	—	May 19, 2020	Class B Common Stock	117,945	117,950	D
Class B Common Stock^F6	—	Feb 15, 2015	M	117,945	A	—	—	Class A Common Stock	117,945	117,950	D
Class B Common Stock^F6,F7	—	Feb 15, 2015	C	117,945	D	—	—	Class A Common Stock	117,945	0	D
Restricted Stock Unit (RSU)^F4,F8,F6	—	Feb 15, 2015	M	18,788	D	—	May 2, 2022	Class B Common Stock	18,788	281,834	D
Class B Common Stock^F6	—	Feb 15, 2015	M	18,788	A	—	—	Class A Common Stock	18,788	18,788	D
Class B Common Stock^F6,F7	—	Feb 15, 2015	C	18,788	D	—	—	Class A Common Stock	18,788	0	D
Restricted Stock Units (RSU)^F9,F10	—	Feb 15, 2015	M	15,034	D	—	May 5, 2023	Class A Common Stock	15,034	225,516	D

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 RSUs vest as to 1/16th of the total shares quarterly, beginning on November 15, 2014, subject to continued service through each vesting date.
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 $75.79 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).
F4Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.
F5The 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 1/5th of the total number of shares on May 15, 2011 and then 1/20th of the total number of shares vest quarterly thereafter, subject to continued service through each vesting date.
F6The 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.
F7The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.
F8The RSUs vest as to 1/16th of the total shares quarterly, beginning on February 15, 2015, subject to continued service through each vesting date.
F9Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.