SEC Form 4 · accession 0001127602-16-060267

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

Aug 11, 2016

Accepted (ET)

Aug 15, 2016 · 8:40 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	Aug 11, 2016	C	52,404	$10.388	A	4,675,892	D
Class A Common Stock^F3	Aug 11, 2016	S	52,404	$125.1253	D	4,623,488	D
Class A Common Stock^F4	Aug 11, 2016	S	56,596	$125.1239	D	4,566,892	D
Class A Common Stock^F5	Aug 15, 2016	C	43,192	$0.00	A	4,610,084	D
Class A Common Stock^F5	Aug 15, 2016	C	13,029	$0.00	A	4,623,113	D
Class A Common Stock^F6,F7	Aug 15, 2016	S	28,937	$124.0583	D	4,594,176	D
Class A Common Stock^F6,F8	Aug 15, 2016	S	400	$124.74	D	4,593,776	D
Class A Common Stock^F9	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
Stock Option (Right to Buy Class B Common Stock)^F10,F11	$10.388	Aug 11, 2016	M	52,404	D	—	Jul 22, 2020	Class B Common Stock	52,404	2,871,152	D
Class B Common Stock^F11	—	Aug 11, 2016	M	52,404	A	—	—	Class A Common Stock	52,404	52,404	D
Class B Common Stock^F11,F12	—	Aug 11, 2016	C	52,404	D	—	—	Class A Common Stock	52,404	0	D
Restricted Stock Unit (RSU) (Class B)^F13,F14,F11	—	Aug 15, 2016	M	43,192	D	—	May 2, 2022	Class B Common Stock	43,192	215,965	D
Class B Common Stock^F11	—	Aug 15, 2016	M	43,192	A	—	—	Class A Common Stock	43,192	43,192	D
Class B Common Stock^F11,F12	—	Aug 15, 2016	C	43,192	D	—	—	Class A Common Stock	43,192	0	D
Restricted Stock Unit (RSU) (Class B)^F13,F15,F11	—	Aug 15, 2016	M	13,029	D	—	Mar 16, 2024	Class B Common Stock	13,029	182,412	D
Class B Common Stock^F11	—	Aug 15, 2016	M	13,029	A	—	—	Class A Common Stock	13,029	13,029	D
Class B Common Stock^F11,F12	—	Aug 15, 2016	C	13,029	D	—	—	Class A Common Stock	13,029	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 option vests as to 1/48th of the total shares monthly, beginning on May 1, 2013, subject to continued service through each vesting date.
F11The 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.
F12The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.
F13Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.
F14The RSUs vest as to 1/16th of the total shares quarterly, beginning on February 15, 2014, subject to continued service through each vesting date.
F15The RSUs vest as to 1/16th of the total shares quarterly, beginning on May 15, 2016, subject to continued service through each vesting date.
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 $124.77 to $125.38 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 $124.76 to $125.36 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.
F5Represents 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 (the "RSUs") listed in Table II.
F6Represents 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.
F7The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $123.71 to $124.70 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 $124.71 to $124.77 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.
F9Shares held of record by Sheryl K. Sandberg, Trustee of the Sandberg-Goldberg Family Trust Dated September 3, 2004.