SEC Form 4 · accession 0001127602-16-064411
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
Oct 3, 2016
Accepted (ET)
Oct 5, 2016 · 6:29 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 | Oct 3, 2016 | C | 253,317 | $0.00 | A | 253,317 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF3,F1 | Oct 3, 2016 | S | 244,144 | $128.2746 | D | 9,173 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF4,F1 | Oct 3, 2016 | S | 9,173 | $128.9104 | D | 0 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF5 | Oct 3, 2016 | C | 116,916 | $0.00 | A | 116,916 | I | By CZI Holdings, LLC |
| Class A Common StockF6,F5 | Oct 3, 2016 | S | 112,615 | $128.2729 | D | 4,301 | I | By CZI Holdings, LLC |
| Class A Common StockF7,F5 | Oct 3, 2016 | S | 4,301 | $128.9115 | D | 0 | I | By CZI Holdings, LLC |
| Class A Common StockF1 | Oct 4, 2016 | C | 253,505 | $0.00 | A | 253,505 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF8,F1 | Oct 4, 2016 | S | 211,089 | $128.0614 | D | 42,416 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF9,F1 | Oct 4, 2016 | S | 42,416 | $128.9051 | D | 0 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF5 | Oct 4, 2016 | C | 117,001 | $0.00 | A | 117,001 | I | By CZI Holdings, LLC |
| Class A Common StockF10,F5 | Oct 4, 2016 | S | 97,601 | $128.0629 | D | 19,400 | I | By CZI Holdings, LLC |
| Class A Common StockF11,F5 | Oct 4, 2016 | S | 19,400 | $128.9115 | D | 0 | I | By CZI Holdings, LLC |
| Class A Common StockF12 | holding | — | — | — | 827,870 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 Grat No. 1 Dated 5/8/2014 | |
| Class A Common StockF13 | holding | — | — | — | 1,139,412 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 Grat No. 2 Dated 5/8/2014 | |
| Class A Common StockF14 | holding | — | — | — | 1,235,844 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 Grat No. 3 Dated 5/8/2014 | |
| Class A Common StockF15 | 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 StockF16,F1 | — | Oct 3, 2016 | C | 253,317 | D | — | — | Class A Common Stock | 253,317 | 4,193,423 | I |
| Class B Common StockF16,F5 | — | Oct 3, 2016 | C | 116,916 | D | — | — | Class A Common Stock | 116,916 | 407,005,120 | I |
| Class B Common StockF16,F1 | — | Oct 4, 2016 | C | 253,505 | D | — | — | Class A Common Stock | 253,505 | 3,939,918 | I |
| Class B Common StockF16,F5 | — | Oct 4, 2016 | C | 117,001 | D | — | — | Class A Common Stock | 117,001 | 406,888,119 | I |
| Class B Common StockF16,F15 | — | 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 $127.56 to $128.55 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 $128.56 to $129.25 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.
- F12Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 1, dated 5/8/2014.
- F13Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 2, dated 5/8/2014.
- F14Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 3, dated 5/8/2014.
- F15Shares held of record by Mark Zuckerberg, Trustee of the 2006 Trust.
- 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.
- F2The sales reported were effected by CZ Foundation and CZI Holdings, LLC ("CZI"), as applicable, pursuant to their Rule 10b5-1trading 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.
- F3The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $127.805 to $128.80 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.
- F4The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $128.805 to $129.04 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.
- F5Shares 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.
- F6The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $127.805 to $128.80 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.
- F7The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $128.805 to $129.06 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 $127.56 to $128.55 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 $128.56 to $129.22 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.