SEC Form 4 · accession 0001127602-16-057407
Meta Platforms, Inc. · META
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter Thiel
Director
Period of report
Jun 30, 2016
Accepted (ET)
Jul 5, 2016 · 9:34 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001326801
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF1,F2,F3,F4,F5 | — | Jun 30, 2016 | A | 15,219 | A | — | — | Class A Common Stock | 15,219 | 56,850 | I |
| Class B Common StockF1,F2,F3,F4,F6 | — | Jun 30, 2016 | A | 4,885 | A | — | — | Class A Common Stock | 4,885 | 18,249 | I |
Explanation of responses
- F1The 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.
- F2The reporting person became entitled to receive these shares on June 30, 2016 for no additional consideration pursuant to an earn-out provision in the agreement and plan of merger (the "Merger Agreement") executed in connection with the acquisition of Oculus by the issuer (the "Merger"). Subject to achievement of the associated earnout milestones, the reporting person's right to receive these additional shares became irrevocable on July 21, 2014, the effective date of the Merger.
- F3The value of these shares was established in the Merger Agreement.
- F4Includes shares to be received by the holder in connection with the Merger, which are currently being held in escrow and are subject to forfeiture during the escrow period stated to satisfy claims arising as a result of, among other things, Oculus' breach of any of its representations and warranties or covenants and agreements set forth in the Merger Agreement.
- F5The reporting person is one of the Managers of The Founders Fund IV Management, LLC ("FF IV Management"), which is the General Partner of The Founders Fund IV, LP ("FF IV"), although he disclaims voting and investment power over the securities held by FF IV. The reporting person otherwise disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
- F6The reporting person is one of the Managers of FF IV Management, which is the General Partner of The Founders Fund IV Principals Fund, LP ("FFIVPF"), although he disclaims voting and investment power over the securities held by FFIVPF. The reporting person otherwise disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.