SEC Form 4 · accession 0001127602-15-017895
Meta Platforms, Inc. · META
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David M. Wehner
Officer — Chief Financial Officer
Period of report
May 15, 2015
Accepted (ET)
May 19, 2015 · 7:59 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 Stock | May 15, 2015 | M | 18,750 | $0.00 | A | 32,205 | D | |
| Class A Common Stock | May 15, 2015 | M | 5,370 | $0.00 | A | 37,575 | D | |
| Class A Common StockF1,F2 | May 15, 2015 | S | 11,087 | $80.6403 | D | 26,488 | D | |
| Class A Common StockF1,F3 | May 15, 2015 | S | 1,500 | $81.268 | D | 24,988 | 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 Units (RSU) (Class A)F4,F5 | — | May 15, 2015 | M | 18,750 | D | — | Jan 14, 2023 | Class A Common Stock | 18,750 | 112,500 | D |
| Restricted Stock Units (RSU) (Class A)F4,F6 | — | May 15, 2015 | M | 5,370 | D | — | May 5, 2023 | Class A Common Stock | 5,370 | 53,700 | D |
Explanation of responses
- F1Represents 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.
- F2The 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 (2).
- F3The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.19 to $81.42 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 A Common Stock upon settlement.
- F5The RSUs vested as to 1/4th of the total shares on November 15, 2013 and then an additional 1/16th of the total shares vest quarterly thereafter, subject to continued service through each vesting date.
- F6The RSUs vest as to 1/16th of the total shares on February 15, 2014 and then an additional 1/16th of the total shares vest quarterly thereafer, subject to continued service through each vesting date.