SEC Form 4 · accession 0001127602-15-031784
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
Nov 15, 2015
Accepted (ET)
Nov 17, 2015 · 8:44 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 StockF1 | Nov 15, 2015 | C | 86,585 | $0.00 | A | 748,636 | D | |
| Class A Common StockF1 | Nov 15, 2015 | C | 34,122 | $0.00 | A | 782,758 | D | |
| Class A Common StockF2,F3 | Nov 16, 2015 | S | 24,071 | $101.2804 | D | 758,687 | D | |
| Class A Common StockF2,F4 | Nov 16, 2015 | S | 25,315 | $102.0866 | D | 733,372 | D | |
| Class A Common StockF2,F5 | Nov 16, 2015 | S | 11,500 | $102.9723 | D | 721,872 | D | |
| Class A Common StockF2,F6 | Nov 16, 2015 | S | 2,100 | $103.7831 | D | 719,772 | 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)F7,F8,F9 | — | Nov 15, 2015 | M | 86,585 | D | — | Aug 25, 2020 | Class B Common Stock | 86,585 | 865,845 | D |
| Class B Common StockF9 | — | Nov 15, 2015 | M | 86,585 | A | — | — | Class A Common Stock | 86,585 | 86,585 | D |
| Class B Common StockF9,F10 | — | Nov 15, 2015 | C | 86,585 | D | — | — | Class A Common Stock | 86,585 | 0 | D |
| Restricted Stock Unit (RSU) (Class B)F7,F11,F9 | — | Nov 15, 2015 | M | 34,122 | D | — | May 2, 2022 | Class B Common Stock | 34,122 | 375,346 | D |
| Class B Common StockF9 | — | Nov 15, 2015 | M | 34,122 | A | — | — | Class A Common Stock | 34,122 | 34,122 | D |
| Class B Common StockF9,F10 | — | Nov 15, 2015 | C | 34,122 | D | — | — | Class A Common Stock | 34,122 | 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.
- F10The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.
- F11The 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 $100.61 to $101.6013 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.
- F4The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $101.61 to $102.6067 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.
- F5The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.61 to $103.57 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.
- F6The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $103.61 to $104.02 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.
- F7Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.
- F8The 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.
- F9The 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.