SEC Form 4 · accession 0001127602-16-058286
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
Jul 15, 2016
Accepted (ET)
Jul 19, 2016 · 6:38 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 StockF1 | Jul 15, 2016 | C | 74,940 | $0.00 | A | 4,719,188 | D | |
| Class A Common StockF2,F3 | Jul 15, 2016 | S | 30,401 | $116.9723 | D | 4,688,787 | D | |
| Class A Common StockF2,F4 | Jul 15, 2016 | S | 8,703 | $117.9033 | D | 4,680,084 | D | |
| Class A Common StockF5 | Jul 18, 2016 | C | 52,404 | $10.388 | A | 4,732,488 | D | |
| Class A Common StockF7 | Jul 18, 2016 | S | 13,906 | $117.2537 | D | 4,718,582 | D | |
| Class A Common StockF8 | Jul 18, 2016 | S | 24,510 | $118.3755 | D | 4,694,072 | D | |
| Class A Common StockF9 | Jul 18, 2016 | S | 13,988 | $119.2849 | D | 4,680,084 | D | |
| Class A Common StockF10 | Jul 18, 2016 | S | 15,011 | $117.2568 | D | 4,665,073 | D | |
| Class A Common StockF11 | Jul 18, 2016 | S | 26,000 | $118.3673 | D | 4,639,073 | D | |
| Class A Common StockF12 | Jul 18, 2016 | S | 15,585 | $119.2755 | D | 4,623,488 | D | |
| Class A Common StockF13 | 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 Unit (RSU) (Class B)F14,F15,F16 | — | Jul 15, 2016 | M | 74,940 | D | — | Mar 24, 2021 | Class B Common Stock | 74,940 | 374,701 | D |
| Class B Common StockF16 | — | Jul 15, 2016 | M | 74,940 | A | — | — | Class A Common Stock | 74,940 | 74,940 | D |
| Class B Common StockF16,F17 | — | Jul 15, 2016 | C | 74,940 | D | — | — | Class A Common Stock | 74,940 | 0 | D |
| Stock Option (Right to Buy Class B Common Stock)F18,F16 | $10.388 | Jul 18, 2016 | M | 52,404 | D | — | Jul 22, 2020 | Class B Common Stock | 52,404 | 2,923,556 | D |
| Class B Common StockF16 | — | Jul 18, 2016 | M | 52,404 | A | — | — | Class A Common Stock | 52,404 | 52,404 | D |
| Class B Common StockF16,F17 | — | Jul 18, 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 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $116.91 to $117.89 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.
- F11The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $117.91 to $118.90 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.
- F12The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $118.92 to $119.60 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.
- F13Shares held of record by Sheryl K. Sandberg, Trustee of the Sandberg-Goldberg Family Trust Dated September 3, 2004.
- F14Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.
- F15The RSUs vest as to 1/16th of the total shares quarterly, beginning on January 15, 2014, subject to continued service through each vesting date.
- F16The 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.
- F17The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.
- F18The option vests as to 1/48th of the total shares monthly, beginning on May 1, 2013, 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 $116.60 to $117.59 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 $117.61 to $118.27 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.
- F5Represents 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 option listed in Table II.
- F6The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
- F7The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $116.91 to $117.90 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.
- F8The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $117.93 to $118.92 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.
- F9The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $118.93 to $119.60 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.