SEC Form 4 · accession 0001127602-16-046851

Meta Platforms, Inc. · META

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Sheryl Sandberg

Officer — Chief Operating Officer · Director

Period of report

Mar 15, 2016

Accepted (ET)

Mar 17, 2016 · 9:03 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^F1	Mar 17, 2016	C	52,404	$10.388	A	5,086,700	D
Class A Common Stock^F3	Mar 17, 2016	S	40,704	$111.3281	D	5,045,996	D
Class A Common Stock^F4	Mar 17, 2016	S	11,700	$111.9339	D	5,034,296	D
Class A Common Stock^F3	Mar 17, 2016	S	44,290	$111.3306	D	4,990,006	D
Class A Common Stock^F4	Mar 17, 2016	S	12,306	$111.938	D	4,977,700	D
Class A Common Stock^F5	holding	—	—		—	23,824	I	By Sheryl K. Sandberg, Trustee of the Sandberg-Goldberg Family Trust Dated September 3, 2004

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)^F6,F7	—	Mar 15, 2016	A	179,890	A	—	Mar 14, 2026	Class A Common Stock	179,890	179,890	D
Stock Option (Right to Buy Class B Common Stock)^F8,F9	$10.388	Mar 17, 2016	M	52,404	D	—	Jul 22, 2020	Class B Common Stock	52,404	3,342,788	D
Class B Common Stock^F9	—	Mar 17, 2016	M	52,404	A	—	—	Class A Common Stock	52,404	52,404	D
Class B Common Stock^F9,F10	—	Mar 17, 2016	C	52,404	D	—	—	Class A Common Stock	52,404	0	D

Explanation of responses

F1Represents 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.
F10The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.
F2The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted 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 $110.74 to $111.73 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 $111.74 to $112.61 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.
F5Shares held of record by Sheryl K. Sandberg, Trustee of the Sandberg-Goldberg Family Trust Dated September 3, 2004.
F6Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.
F7The RSUs shall vest quarterly as to 1/16th of the total shares, commencing the first quarter following May 15, 2019, subject to continued service through each vesting date.
F8The option vests as to 1/48th of the total shares monthly, beginning on May 1, 2013, 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.