SEC Form 4 · accession 0001127602-16-067679

Meta Platforms, Inc. · META

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Colin Stretch

Officer — VP and General Counsel

Period of report

Nov 15, 2016

Accepted (ET)

Nov 17, 2016 · 9:05 pm EST

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
Class A Common Stock^F1	Nov 15, 2016	C	7,681	$0.00	A	88,371	D
Class A Common Stock	Nov 15, 2016	M	6,444	$0.00	A	94,815	D
Class A Common Stock	Nov 15, 2016	M	8,018	$0.00	A	102,833	D
Class A Common Stock	Nov 15, 2016	M	4,953	$0.00	A	107,786	D
Class A Common Stock^F2,F3	Nov 15, 2016	S	2,777	$116.5936	D	105,009	D
Class A Common Stock^F2,F4	Nov 15, 2016	S	9,000	$117.4399	D	96,009	D
Class A Common Stock^F2,F5	Nov 15, 2016	S	2,300	$118.1496	D	93,709	D
Class A Common Stock^F7	Nov 15, 2016	S	300	$116.7633	D	93,409	D
Class A Common Stock^F8	Nov 15, 2016	S	450	$117.6044	D	92,959	D

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)^F9,F10,F11	—	Nov 15, 2016	M	7,681	D	—	May 2, 2022	Class B Common Stock	7,681	30,725	D
Class B Common Stock^F11	—	Nov 15, 2016	M	7,681	A	—	—	Class A Common Stock	7,681	7,681	D
Class B Common Stock^F11,F12	—	Nov 15, 2016	C	7,681	D	—	—	Class A Common Stock	7,681	0	D
Restricted Stock Units (RSU) (Class A)^F13,F10	—	Nov 15, 2016	M	6,444	D	—	May 5, 2023	Class A Common Stock	6,444	25,775	D
Restricted Stock Units (RSU) (Class A)^F13,F14	—	Nov 15, 2016	M	8,018	D	—	Mar 16, 2024	Class A Common Stock	8,018	72,162	D
Restricted Stock Units (RSU) (Class A)^F13,F15	—	Nov 15, 2016	M	4,953	D	—	Mar 15, 2025	Class A Common Stock	4,953	59,430	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 RSUs vest as to 1/16th of the total shares on February 15, 2014 and then an additional 1/16th of the total shares vest quarterly thereafter, 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 A Common Stock upon settlement.
F14The RSUs vest as to 1/5th of the total shares on February 15, 2015, after which 1/20th of the total shares vest quarterly, subject to continued service through each vesting date.
F15The RSUs vest as to 1/16th of the total shares quarterly, beginning on February 15, 2016, 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 $116.01 to $117.00 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 $117.03 to $118.01 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 $118.03 to $118.40 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.
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 $116.13 to $117.09 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 $117.30 to $117.94 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.
F9Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.