SEC Form 4 · accession 0001127602-16-037462

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

Jan 15, 2016

Accepted (ET)

Jan 20, 2016 · 6:29 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
Class A Common Stock^F1	Jan 15, 2016	C	59,952	$0.00	A	440,851	D
Class A Common Stock^F2,F3	Jan 15, 2016	S	5,900	$94.2569	D	434,951	D
Class A Common Stock^F2,F4	Jan 15, 2016	S	19,192	$95.0171	D	415,759	D
Class A Common Stock^F2,F5	Jan 15, 2016	S	4,800	$95.811	D	410,959	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	—	Jan 15, 2016	M	59,952	D	—	Mar 24, 2021	Class B Common Stock	59,952	419,665	D
Class B Common Stock^F8	—	Jan 15, 2016	M	59,952	A	—	—	Class A Common Stock	59,952	59,952	D
Class B Common Stock^F8,F9	—	Jan 15, 2016	C	59,952	D	—	—	Class A Common Stock	59,952	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 $93.54 to $94.52 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 $94.54 to $95.52 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 $95.54 to $96.27 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.
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 January 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.