SEC Form 4 · accession 0001127602-15-031775
Meta Platforms, Inc. · META
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jan Koum
Director
Period of report
Nov 15, 2015
Accepted (ET)
Nov 17, 2015 · 8:17 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 StockF2 | Nov 6, 2015 | G | 1,289,201 | $0.00 | D | 2,528,672 | I | By Jan Koum, Trustee of The Jan Koum Trust III U/A/D 10/9/2014 |
| Class A Common StockF3 | Nov 6, 2015 | G | 1,289,201 | $0.00 | A | 55,602,939 | I | By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 |
| Class A Common StockF3 | Nov 6, 2015 | G | 3,500,000 | $0.00 | D | 52,102,939 | I | By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 |
| Class A Common StockF5 | Nov 6, 2015 | G | 3,500,000 | $0.00 | A | 3,500,000 | I | By Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VII U/A/D 10/20/2015 |
| Class A Common StockF3 | Nov 6, 2015 | G | 1,200,000 | $0.00 | D | 50,902,939 | I | By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 |
| Class A Common StockF3 | Nov 9, 2015 | G | 600,000 | $0.00 | D | 50,302,939 | I | By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 |
| Class A Common Stock | Nov 15, 2015 | M | 5,384,918 | $0.00 | A | 5,384,918 | D | |
| Class A Common StockF7,F8 | Nov 16, 2015 | S | 768,473 | $101.1747 | D | 4,616,445 | D | |
| Class A Common StockF7,F9 | Nov 16, 2015 | S | 1,223,728 | $101.8966 | D | 3,392,717 | D | |
| Class A Common StockF7,F10 | Nov 16, 2015 | S | 697,363 | $102.8574 | D | 2,695,354 | D | |
| Class A Common StockF7,F11 | Nov 16, 2015 | S | 118,958 | $103.7267 | D | 2,576,396 | D | |
| Class A Common StockF12 | holding | — | — | — | 3,442,873 | I | By Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust IV U/A/D 2/4/2015 | |
| Class A Common StockF13 | holding | — | — | — | 3,500,000 | I | By Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust V U/A/D 4/29/2015 | |
| Class A Common StockF14 | holding | — | — | — | 3,500,000 | I | By Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VI U/A/D 8/5/2015 | |
| Class A Common StockF15 | holding | — | — | — | 141,489 | I | By Jan Koum, Trustee of The Jan Koum Trust I U/A/D 4/29/2014 | |
| Class A Common StockF16 | holding | — | — | — | 141,489 | I | By Jan Koum, Trustee of The Jan Koum Trust II U/A/D 8/5/2014 |
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)F17,F18 | — | Nov 15, 2015 | M | 5,384,918 | D | — | Nov 16, 2024 | Class A Common Stock | 5,384,918 | 19,468,550 | D |
Explanation of responses
- F1Represents a transfer of shares from Jan Koum, Trustee of The Jan Koum Trust III U/A/D 10/9/2014 to Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004.
- F10The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.48 to $103.47 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.
- F11The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $103.48 to $104.04 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.
- F12Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust IV U/A/D 2/4/2015.
- F13Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust V U/A/D 4/29/2015.
- F14Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VI U/A/D 8/5/2015.
- F15Shares held of record by Jan Koum, Trustee of The Jan Koum Trust I U/A/D 4/29/2014.
- F16Shares held of record by Jan Koum, Trustee of The Jan Koum Trust II U/A/D 8/5/2014.
- F17Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.
- F18The RSUs vest as to (a) 13/60th of the total shares on November 15, 2015, (b) 1/20th of the total shares each quarter thereafter through November 15, 2017, (c) 2/20th of the total shares on each of February 15, 2018, May 15, 2018 and August 15, 2018 and (d) the final 5/60th of the total shares on November 15, 2018; provided, however, that in the event of the reporting person's termination of employment with the issuer under certain circumstances, all of the reporting person's then unvested RSUs shall vest as of the date of such termination of employment.
- F2Shares held of record by Jan Koum, Trustee of The Jan Koum Trust III U/A/D 10/9/2014.
- F3Shares held of record by Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004.
- F4On November 6, 2015, Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 contributed 3,500,000 shares of Class A common stock to Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VII U/A/D 10/20/2015, a grantor retained annuity trust for the benefit of the reporting holder.
- F5Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VII U/A/D 10/20/2015.
- F6Represents shares of Class A Common Stock that were donated as a gift. The reporting person does not exercise voting or investment control, directly or indirectly, over the donated shares following this transfer.
- F7Represents 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 award agreements 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.
- F8The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.48 to $101.475 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.
- F9The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $101.48 to $102.475 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.