SEC Form 4 · accession 0001127602-15-017888
Meta Platforms, Inc. · META
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sheryl Sandberg
Officer — Chief Operating Officer · Director
Period of report
May 15, 2015
Accepted (ET)
May 19, 2015 · 7:44 pm EDT
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 | May 15, 2015 | C | 43,192 | $0.00 | A | 5,289,164 | D | |
| Class A Common StockF2,F3 | May 15, 2015 | S | 19,746 | $80.6348 | D | 5,269,418 | D | |
| Class A Common StockF2,F4 | May 15, 2015 | S | 2,792 | $81.283 | D | 5,266,626 | D | |
| Class A Common StockF5 | holding | — | — | — | 22,920 | I | By David B Goldberg and Sheryl K Sandberg, Trustees of the Sandberg-Goldberg Family Trust Dtd 9/3/04 |
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) (Class B)F6,F7,F8 | — | May 15, 2015 | M | 43,192 | D | — | May 2, 2022 | Class B Common Stock | 43,192 | 431,929 | D |
| Class B Common StockF8 | — | May 15, 2015 | M | 43,192 | A | — | — | Class A Common Stock | 43,192 | 43,192 | D |
| Class B Common StockF8,F9 | — | May 15, 2015 | C | 43,192 | D | — | — | Class A Common Stock | 43,192 | 0 | 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.
- 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 $80.19 to $81.18 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).
- F4The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.19 to $81.40 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 (4).
- F5Shares held of record by David B. Goldberg and Sheryl K. Sandberg, Trustees of the Sandberg-Goldberg Family Trust dated September 3, 2004.
- F6Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.
- F7The RSUs vest as to 1/16th of the total shares quarterly, beginning on February 15, 2014, subject to continued service through each vesting date.
- F8The 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.
- F9The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.