SEC Form 4 · accession 0001127602-15-025261
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
Aug 15, 2015
Accepted (ET)
Aug 18, 2015 · 9:20 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 | Aug 15, 2015 | C | 86,585 | $0.00 | A | 662,062 | D | |
| Class A Common StockF1 | Aug 15, 2015 | C | 34,123 | $0.00 | A | 696,185 | D | |
| Class A Common StockF2,F3 | Aug 17, 2015 | S | 62,987 | $93.7481 | D | 633,198 | D | |
| Class A Common StockF4 | Aug 18, 2015 | C | 37,500 | $1.854 | A | 670,698 | D | |
| Class A Common Stock | Aug 18, 2015 | S | 37,500 | $94.10 | D | 633,198 | D | |
| Class A Common StockF4 | Aug 18, 2015 | C | 37,500 | $1.854 | A | 670,698 | D | |
| Class A Common Stock | Aug 18, 2015 | S | 37,500 | $94.94 | D | 633,198 | 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) (Class B)F6,F7,F8 | — | Aug 15, 2015 | M | 86,585 | D | — | Aug 25, 2020 | Class B Common Stock | 86,585 | 952,430 | D |
| Class B Common StockF8 | — | Aug 15, 2015 | M | 86,585 | A | — | — | Class A Common Stock | 86,585 | 86,585 | D |
| Class B Common StockF8,F9 | — | Aug 15, 2015 | C | 86,585 | D | — | — | Class A Common Stock | 86,585 | 0 | D |
| Restricted Stock Unit (RSU) (Class B)F6,F10,F8 | — | Aug 15, 2015 | M | 34,123 | D | — | May 2, 2022 | Class B Common Stock | 34,123 | 409,468 | D |
| Class B Common StockF8 | — | Aug 15, 2015 | M | 34,123 | A | — | — | Class A Common Stock | 34,123 | 34,123 | D |
| Class B Common StockF8,F9 | — | Aug 15, 2015 | C | 34,123 | D | — | — | Class A Common Stock | 34,123 | 0 | D |
| Stock Option (Right to Buy Class B Common Stock)F11,F8 | $1.854 | Aug 18, 2015 | M | 37,500 | D | — | Jan 11, 2019 | Class B Common Stock | 37,500 | 335,630 | D |
| Class B Common StockF8 | — | Aug 18, 2015 | M | 37,500 | A | — | — | Class A Common Stock | 37,500 | 37,500 | D |
| Class B Common StockF8,F9 | — | Aug 18, 2015 | C | 37,500 | D | — | — | Class A Common Stock | 37,500 | 0 | D |
| Stock Option (Right to Buy Class B Common Stock)F11,F8 | $1.854 | Aug 18, 2015 | M | 37,500 | D | — | Jan 11, 2019 | Class B Common Stock | 37,500 | 298,130 | D |
| Class B Common StockF8 | — | Aug 18, 2015 | M | 37,500 | A | — | — | Class A Common Stock | 37,500 | 37,500 | D |
| Class B Common StockF8,F9 | — | Aug 18, 2015 | C | 37,500 | D | — | — | Class A Common Stock | 37,500 | 0 | D |
| Stock Option (Right to Buy Class B Common Stock)F13,F12,F8 | $1.854 | holding | — | — | — | — | Jan 11, 2019 | Class B Common Stock | 26,940 | 26,940 | 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 RSUs vest as to 1/16th of the total shares quarterly, beginning on November 15, 2014, subject to continued service through each vesting date.
- F11The option was 100% vested on August 13, 2013. In connection with certain estate planning transfers, options to purchase a portion of the vested shares are held by Michael Schroepfer and Erin Hoffmann, Co-Trustees of the HS Trust u/a/d 9/28/11.
- F12The option was 100% vested on August 13, 2013.
- F13Shares held of record by Michael T. Schroepfer and Erin Hoffmann, Co-Trustees of The Clover Irrevocable Nonexempt Trust u/a/d 6/27/11.
- 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 $93.52 to $94.1175 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.
- F6Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.
- F7The 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.
- 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.