SEC Form 4 · accession 0001127602-16-067681
Meta Platforms, Inc. · META
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jan Koum
Director
Period of report
Nov 9, 2016
Accepted (ET)
Nov 17, 2016 · 9:52 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 StockF2 | Nov 9, 2016 | J | 1,314,746 | $0.00 | D | 1,213,926 | I | By Jan Koum, Trustee of The Jan Koum Trust III U/A/D 10/9/2014 |
| Class A Common StockF3 | Nov 9, 2016 | J | 1,314,746 | $0.00 | A | 1,314,746 | I | By Jan Koum, Trustee of The Jan Koum Family Trust U/A/D 4/29/2014 |
| Class A Common StockF2 | Nov 9, 2016 | J | 1,213,926 | $0.00 | D | 0 | I | By Jan Koum, Trustee of The Jan Koum Trust III U/A/D 10/9/2014 |
| Class A Common StockF5 | Nov 9, 2016 | J | 1,213,926 | $0.00 | A | 11,760,770 | I | By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 |
| Class A Common StockF7 | Nov 14, 2016 | J | 1,439,735 | $0.00 | D | 2,060,265 | I | By Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VII U/A/D 10/20/2015 |
| Class A Common StockF5 | Nov 14, 2016 | J | 1,439,735 | $0.00 | A | 13,200,505 | I | By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 |
| Class A Common StockF5 | Nov 15, 2016 | M | 1,242,673 | $0.00 | A | 14,443,178 | I | By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 |
| Class A Common StockF8,F9,F5 | Nov 15, 2016 | S | 87,030 | $116.4719 | D | 14,356,148 | I | By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 |
| Class A Common StockF8,F10,F5 | Nov 15, 2016 | S | 391,119 | $117.3111 | D | 13,965,029 | I | By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 |
| Class A Common StockF8,F11,F5 | Nov 15, 2016 | S | 170,278 | $118.0688 | D | 13,794,751 | I | By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 |
| Class A Common StockF12 | holding | — | — | — | 3,500,000 | I | By Jan Koum and BNY Mellon Trust of Delaware Co-Trustees of The Jan Koum Trust VIII U/A/D 1/29/2016 | |
| Class A Common StockF13 | holding | — | — | — | 2,242,343 | I | By Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust IV U/A/D 2/4/2015 | |
| Class A Common StockF14 | holding | — | — | — | 2,370,448 | I | By Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust V U/A/D 4/29/2015 | |
| Class A Common StockF15 | holding | — | — | — | 2,236,923 | I | By Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VI U/A/D 8/5/2015 | |
| Class A Common StockF16 | holding | — | — | — | 3,500,000 | I | By Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust IX U/A/D 4/13/2016 |
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)F17,F18 | — | Nov 15, 2016 | M | 1,242,673 | D | — | Nov 16, 2024 | Class A Common Stock | 1,242,673 | 14,497,857 | D |
Explanation of responses
- F1Represents a transfer of shares from Jan Koum, Trustee of The Jan Koum Trust III U/A/D 10/9/2014 to Jan Koum, Trustee of The Jan Koum Family Trust U/A/D 4/29/2014.
- F10The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $116.87 to $117.865 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.
- F11The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $117.87 to $118.45 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 Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VIII U/A/D 1/29/2016.
- F13Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust IV U/A/D 2/4/2015.
- F14Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust V U/A/D 4/29/2015.
- F15Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VI U/A/D 8/5/2015.
- F16Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust IX U/A/D 4/13/2016.
- F17Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.
- F18The RSUs vest as to (a) 13/60th of the total shares on November 15, 2015, (b) 1/20th of the total shares each quarter thereafter through November 15, 2017, (c) 2/20th of the total shares on each of February 15, 2018, May 15, 2018 and August 15, 2018 and (d) the final 5/60th of the total shares on November 15, 2018; provided, however, that in the event of the reporting person's termination of employment with the issuer under certain circumstances, all of the reporting person's then unvested RSUs shall vest as of the date of such termination of employment.
- F2Shares held of record by Jan Koum, Trustee of The Jan Koum Trust III U/A/D 10/9/2014.
- F3Shares held of record by The Jan Koum Family Trust U/A/D 4/29/2014. The reporting person exercises voting and dispositive power over these shares, but has no pecuniary interest in these shares.
- F4Represents a transfer of shares from Jan Koum, Trustee of The Jan Koum Trust III U/A/D 10/9/2014 to Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004. The reporting person remains the beneficial owner of all of the shares after the transfer.
- F5Shares held of record by Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004.
- F6Represents a transfer of shares from Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VII U/A/D 10/20/2015 to Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004. The reporting person remains the beneficial owner of all of the shares after the transfer.
- F7Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VII U/A/D 10/20/2015.
- F8Represents 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 award agreements 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.
- F9The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $115.87 to $116.865 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.