SEC Form 4/A · accession 0001127602-16-049534
Meta Platforms, Inc. · META
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
David B. Fischer
Officer — VP Marketing & Bus. Part.
Period of report
Feb 15, 2016
Accepted (ET)
Apr 19, 2016 · 7:29 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 | Feb 15, 2016 | M | 15,034 | $0.00 | A | 270,022 | D | |
| Class A Common Stock | Feb 15, 2016 | M | 6,515 | $0.00 | A | 276,537 | D | |
| Class A Common StockF1 | Feb 15, 2016 | C | 18,789 | $0.00 | A | 295,326 | D | |
| Class A Common StockF2,F3 | Feb 16, 2016 | S | 10,682 | $100.8532 | D | 284,644 | D | |
| Class A Common StockF2,F4 | Feb 16, 2016 | S | 1,400 | $101.8007 | D | 283,244 | D | |
| Class A Common StockF2,F5 | Feb 16, 2016 | S | 6,468 | $103.0082 | D | 276,776 | D | |
| Class A Common StockF2,F6 | Feb 16, 2016 | S | 2,500 | $103.5252 | D | 274,276 | 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 Units (RSU) (Class A)F7,F8 | — | Feb 15, 2016 | M | 15,034 | D | — | May 5, 2023 | Class A Common Stock | 15,034 | 165,379 | D |
| Restricted Stock Units (RSU) (Class A)F7,F9 | — | Feb 15, 2016 | M | 6,515 | D | — | Mar 16, 2024 | Class A Common Stock | 6,515 | 97,725 | D |
| Restricted Stock Unit (RSU) (Class B)F10,F11,F12 | — | Feb 15, 2016 | M | 18,789 | D | — | May 2, 2022 | Class B Common Stock | 18,789 | 206,678 | D |
| Class B Common StockF12 | — | Feb 15, 2016 | M | 18,789 | A | — | — | Class A Common Stock | 18,789 | 18,789 | D |
| Class B Common StockF12,F13 | — | Feb 15, 2016 | C | 18,789 | D | — | — | Class A Common Stock | 18,789 | 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.
- F10Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.
- F11The RSUs vest as to 1/16th of the total shares quarterly, beginning on February 15, 2015, subject to continued service through each vesting date.
- F12The 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.
- F13The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.
- 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 $100.28 to $101.27 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.
- F4The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $101.29 to $102.25 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 $102.38 to $103.36 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 $103.4135 to $103.75 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 A Common Stock upon settlement.
- F8The RSUs vest as to 1/16th of the total shares quarterly, beginning on November 15, 2014, subject to continued service through each vesting date.
- F9The RSUs vest as to 1/16th of the total shares quarterly, beginning on February 15, 2016, subject to continued service through each vesting date.
Remarks
The report on this Form 4/A amends and restates the original Form 4 filed by the Reporting Person on February 17, 2016 (the "Original Filing") and is being filed to correct the reported sales on February 16, 2016. Other than the February 16, 2016 sale data, all other information reported in the Original Filing remains unchanged.