SEC Form 4 · accession 0001127602-16-067680
Meta Platforms, Inc. · META
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David M. Wehner
Officer — Chief Financial Officer
Period of report
Nov 15, 2016
Accepted (ET)
Nov 17, 2016 · 9:06 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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Nov 15, 2016 | M | 18,750 | $0.00 | A | 87,672 | D | |
| Class A Common Stock | Nov 15, 2016 | M | 5,370 | $0.00 | A | 93,042 | D | |
| Class A Common Stock | Nov 15, 2016 | M | 10,022 | $0.00 | A | 103,064 | D | |
| Class A Common Stock | Nov 15, 2016 | M | 9,905 | $0.00 | A | 112,969 | D | |
| Class A Common StockF1,F2 | Nov 15, 2016 | S | 5,640 | $116.7061 | D | 107,329 | D | |
| Class A Common StockF1,F3 | Nov 15, 2016 | S | 15,146 | $117.5341 | D | 92,183 | D | |
| Class A Common StockF1,F4 | Nov 15, 2016 | S | 2,200 | $118.2195 | D | 89,983 | 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 Units (RSU) (Class A)F5,F6 | — | Nov 15, 2016 | M | 18,750 | D | — | Jan 14, 2023 | Class A Common Stock | 18,750 | 0 | D |
| Restricted Stock Units (RSU) (Class A)F5,F7 | — | Nov 15, 2016 | M | 5,370 | D | — | May 5, 2023 | Class A Common Stock | 5,370 | 21,480 | D |
| Restricted Stock Units (RSU) (Class A)F5,F8 | — | Nov 15, 2016 | M | 10,022 | D | — | Mar 16, 2024 | Class A Common Stock | 10,022 | 130,293 | D |
| Restricted Stock Units (RSU) (Class A)F5,F9 | — | Nov 15, 2016 | M | 9,905 | D | — | Mar 15, 2025 | Class A Common Stock | 9,905 | 128,765 | D |
Explanation of responses
- F1Represents 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.
- F2The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $116.11 to $117.10 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.
- F3The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $117.11 to $118.10 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 $118.11 to $118.47 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.
- F5Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.
- F6The RSUs vested as to 1/4th of the total shares on November 15, 2013 and then an additional 1/16th of the total shares vest quarterly thereafter, subject to continued service through each vesting date.
- F7The 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 thereafer, subject to continued service through each vesting date.
- F8The RSUs vest as to 1/16th of the total shares on May 15, 2016 and then an additional 1/16th of the total shares vest quarterly thereafer, subject to continued service through each vesting date.
- F9The RSUs vest as to 1/5th of the total shares on February 15, 2016, after which 1/20th of the total shares vest quarterly, subject to continued service through each vesting date.