SEC Form 4 · accession 0001127602-16-062472
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
Sep 9, 2016
Accepted (ET)
Sep 13, 2016 · 6:15 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 | Sep 9, 2016 | C | 253,151 | $0.00 | A | 253,151 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF3,F1 | Sep 9, 2016 | S | 111,543 | $127.7477 | D | 141,608 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF4,F1 | Sep 9, 2016 | S | 106,994 | $128.6657 | D | 34,614 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF5,F1 | Sep 9, 2016 | S | 34,614 | $129.5468 | D | 0 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF6 | Sep 9, 2016 | C | 116,594 | $0.00 | A | 116,835 | I | By CZI Holdings, LLC |
| Class A Common StockF7,F6 | Sep 9, 2016 | S | 52,007 | $127.756 | D | 64,828 | I | By CZI Holdings, LLC |
| Class A Common StockF8,F6 | Sep 9, 2016 | S | 49,068 | $128.676 | D | 15,760 | I | By CZI Holdings, LLC |
| Class A Common StockF9,F6 | Sep 9, 2016 | S | 15,760 | $129.5558 | D | 0 | I | By CZI Holdings, LLC |
| Class A Common StockF1 | Sep 12, 2016 | C | 254,398 | $0.00 | A | 254,398 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF10,F1 | Sep 12, 2016 | S | 19,160 | $126.3861 | D | 235,238 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF11,F1 | Sep 12, 2016 | S | 103,729 | $127.3071 | D | 131,509 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF12,F1 | Sep 12, 2016 | S | 131,509 | $128.3031 | D | 0 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF6 | Sep 12, 2016 | C | 117,413 | $0.00 | A | 117,413 | I | By CZI Holdings, LLC |
| Class A Common StockF13,F6 | Sep 12, 2016 | S | 11,304 | $126.4779 | D | 106,109 | I | By CZI Holdings, LLC |
| Class A Common StockF14,F6 | Sep 12, 2016 | S | 49,846 | $127.3785 | D | 56,263 | I | By CZI Holdings, LLC |
| Class A Common StockF15,F6 | Sep 12, 2016 | S | 56,263 | $128.3429 | D | 0 | I | By CZI Holdings, LLC |
| Class A Common StockF16 | holding | — | — | — | 827,870 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 Grat No. 1 Dated 5/8/2014 | |
| Class A Common StockF17 | holding | — | — | — | 1,139,412 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 Grat No. 2 Dated 5/8/2014 | |
| Class A Common StockF18 | holding | — | — | — | 1,235,844 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 Grat No. 3 Dated 5/8/2014 | |
| Class A Common StockF19 | holding | — | — | — | 350,169 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 |
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 StockF20,F1 | — | Sep 9, 2016 | C | 253,151 | D | — | — | Class A Common Stock | 253,151 | 5,204,701 | I |
| Class B Common StockF20,F6 | — | Sep 9, 2016 | C | 116,594 | D | — | — | Class A Common Stock | 116,594 | 407,471,863 | I |
| Class B Common StockF20,F1 | — | Sep 12, 2016 | C | 254,398 | D | — | — | Class A Common Stock | 254,398 | 4,950,303 | I |
| Class B Common StockF20,F6 | — | Sep 12, 2016 | C | 117,413 | D | — | — | Class A Common Stock | 117,413 | 407,354,450 | I |
| Class B Common StockF20,F19 | — | holding | — | — | — | — | — | Class A Common Stock | 4,857,323 | 4,857,323 | I |
Explanation of responses
- F1Shares held of record by Mark Zuckerberg, Trustee and Settlor of the Chan Zuckerberg Foundation (fka the Openness Trust dated April 2, 2012) ("CZ Foundation").
- F10The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $125.81 to $126.80 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 $126.81 to $127.80 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 $127.81 to $128.74 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 $125.86 to $126.85 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.
- F14The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $126.86 to $127.85 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.
- F15The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $127.86 to $128.74 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.
- F16Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 1, dated 5/8/2014.
- F17Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 2, dated 5/8/2014.
- F18Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 3, dated 5/8/2014.
- F19Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg Trust dated July 7, 2006.
- F2The 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.
- F20The 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.
- F3The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $127.12 to $128.11 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 $128.12 to $129.11 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 $129.12 to $129.86 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.
- F6Shares held of record by CZI. Mark Zuckerberg, Trustee of The Mark Zuckerberg Trust dated July 7, 2006 ("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.
- F7The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $127.13 to $128.12 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 $128.13 to $129.11 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 $129.13 to $129.865 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.