SEC Form 4 · accession 0001127602-16-060746
Meta Platforms, Inc. · META
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark Zuckerberg
Officer — COB and CEO · Director · 10% Owner
Period of report
Aug 17, 2016
Accepted (ET)
Aug 19, 2016 · 6:01 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 | May 12, 2016 | G | 222,247 | $0.00 | D | 827,870 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 Grat No. 1 Dated 5/8/2014 |
| Class A Common StockF2 | May 12, 2016 | G | 222,247 | $0.00 | A | 222,247 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 |
| Class A Common StockF3 | May 12, 2016 | G | 85,175 | $0.00 | D | 1,139,412 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 Grat No. 2 Dated 5/8/2014 |
| Class A Common StockF2 | May 12, 2016 | G | 85,175 | $0.00 | A | 307,422 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 |
| Class A Common StockF4 | May 12, 2016 | G | 42,747 | $0.00 | D | 1,235,844 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 Grat No. 3 Dated 5/8/2014 |
| Class A Common StockF2 | May 12, 2016 | G | 42,747 | $0.00 | A | 350,169 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 |
| Class A Common StockF5 | Aug 17, 2016 | C | 263,195 | $0.00 | A | 263,195 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF7,F5 | Aug 17, 2016 | S | 193,979 | $123.2618 | D | 69,216 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF8,F5 | Aug 17, 2016 | S | 69,216 | $124.10 | D | 0 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF9,F10 | Aug 17, 2016 | S | 90,059 | $123.2646 | D | 355,887 | I | By CZI Holdings, LLC |
| Class A Common StockF11,F10 | Aug 17, 2016 | S | 31,417 | $124.1019 | D | 324,470 | I | By CZI Holdings, LLC |
| Class A Common StockF5 | Aug 18, 2016 | C | 262,213 | $0.00 | A | 262,213 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF12,F5 | Aug 18, 2016 | S | 262,213 | $123.9446 | D | 0 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF13,F10 | Aug 18, 2016 | S | 121,021 | $123.9449 | D | 203,449 | I | By CZI Holdings, LLC |
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 StockF14,F10 | — | May 2, 2016 | G | 6,500,000 | D | — | — | Class A Common Stock | 6,500,000 | 407,623,745 | I |
| Class B Common StockF14,F5 | — | May 2, 2016 | G | 6,500,000 | A | — | — | Class A Common Stock | 6,500,000 | 6,500,003 | I |
| Class B Common StockF14,F5 | — | Aug 17, 2016 | C | 263,195 | D | — | — | Class A Common Stock | 263,195 | 6,236,808 | I |
| Class B Common StockF14,F5 | — | Aug 18, 2016 | C | 262,213 | D | — | — | Class A Common Stock | 262,213 | 5,974,595 | I |
| Class B Common StockF14,F2 | — | holding | — | — | — | — | — | Class A Common Stock | 4,857,323 | 4,857,323 | I |
Explanation of responses
- F1Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 1, dated 5/8/2014.
- F10Shares held of record by CZI. The 2006 Trust is the sole member of CZI. Mr. Zuckerberg is the sole trustee of the 2006 Trust and, therefore, is deemed to have sole voting and investment power over the securities held by CZI.
- F11The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $123.86 to $124.31 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 $123.65 to $124.25 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.
- F13The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $123.66 to $124.25 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.
- F14The 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.
- F2Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg Trust dated July 7, 2006 ("2006 Trust").
- F3Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 2, dated 5/8/2014.
- F4Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 3, dated 5/8/2014.
- F5Shares held of record by Mark Zuckerberg, Trustee and Settlor of the Chan Zuckerberg Foundation (fka the Openness Trust dated April 2, 2012) ("CZ Foundation").
- F6The sales reported were effected by CZ Foundation and CZI Holdings, LLC (fka Chan Zuckerberg Initiative, LLC ) ("CZI"), as applicable, pursuant to their Rule 10b5-1 trading plans. These sales are part of Mr. Zuckerberg's previously-announced plan to gift or otherwise direct substantially all of his shares of Facebook stock, or the net after-tax proceeds from sales of such shares, to further the mission of advancing human potential and promoting equality by means of philanthropic, public advocacy, and other activities for the public good, with such plan to sell or gift no more than $1 billion of Facebook stock each year through 2018.
- F7The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $122.8550 to $123.84 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 $123.85 to $124.3150 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 $122.86 to $123.85 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.