SEC Form 4 · accession 0001127602-16-068704
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
Nov 22, 2016
Accepted (ET)
Nov 30, 2016 · 6:11 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 22, 2016 | J | 350,169 | $0.00 | D | 0 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 |
| Class A Common StockF3 | Nov 22, 2016 | J | 350,169 | $0.00 | A | 350,169 | I | By CZI Holdings, LLC |
| Class A Common StockF4,F3 | Nov 22, 2016 | C | 408,400 | $0.00 | A | 758,569 | I | By CZI Holdings, LLC |
| Class A Common StockF3 | Nov 22, 2016 | G | 408,400 | $0.00 | D | 350,169 | I | By CZI Holdings, LLC |
| Class A Common StockF5 | Nov 28, 2016 | C | 269,054 | $0.00 | A | 269,054 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF7,F5 | Nov 28, 2016 | S | 127,318 | $120.431 | D | 141,736 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF8,F5 | Nov 28, 2016 | S | 141,736 | $121.119 | D | 0 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF3 | Nov 28, 2016 | C | 124,178 | $0.00 | A | 474,347 | I | By CZI Holdings, LLC |
| Class A Common StockF7,F3 | Nov 28, 2016 | S | 58,838 | $120.4326 | D | 415,509 | I | By CZI Holdings, LLC |
| Class A Common StockF8,F3 | Nov 28, 2016 | S | 65,340 | $121.1195 | D | 350,169 | I | By CZI Holdings, LLC |
| Class A Common StockF5 | Nov 29, 2016 | C | 267,909 | $0.00 | A | 267,909 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF9,F5 | Nov 29, 2016 | S | 157,783 | $121.0634 | D | 110,126 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF10,F5 | Nov 29, 2016 | S | 110,126 | $121.6621 | D | 0 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF3 | Nov 29, 2016 | C | 123,650 | $0.00 | A | 473,819 | I | By CZI Holdings, LLC |
| Class A Common StockF11,F3 | Nov 29, 2016 | S | 73,965 | $121.0697 | D | 399,854 | I | By CZI Holdings, LLC |
| Class A Common StockF12,F3 | Nov 29, 2016 | S | 49,685 | $121.6674 | D | 350,169 | I | By CZI Holdings, LLC |
| Class A Common StockF13 | holding | — | — | — | 827,870 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 Grat No. 1 Dated 5/8/2014 | |
| Class A Common StockF14 | holding | — | — | — | 1,139,412 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 Grat No. 2 Dated 5/8/2014 | |
| Class A Common StockF15 | holding | — | — | — | 1,235,844 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 Grat No. 3 Dated 5/8/2014 |
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,F3 | — | Nov 22, 2016 | J | 350,169 | D | — | — | Class A Common Stock | 350,169 | 406,048,286 | I |
| Class B Common StockF16,F2 | — | Nov 22, 2016 | J | 350,169 | A | — | — | Class A Common Stock | 350,169 | 5,207,492 | I |
| Class B Common StockF16,F3 | — | Nov 22, 2016 | G | 3,200,000 | D | — | — | Class A Common Stock | 3,200,000 | 402,848,286 | I |
| Class B Common StockF16,F5 | — | Nov 22, 2016 | G | 3,200,000 | A | — | — | Class A Common Stock | 3,200,000 | 6,078,979 | I |
| Class B Common StockF16,F17,F3 | — | Nov 22, 2016 | C | 408,400 | D | — | — | Class A Common Stock | 408,400 | 402,439,886 | I |
| Class B Common StockF16,F5 | — | Nov 28, 2016 | C | 269,054 | D | — | — | Class A Common Stock | 269,054 | 5,809,925 | I |
| Class B Common StockF16,F3 | — | Nov 28, 2016 | C | 124,178 | D | — | — | Class A Common Stock | 124,178 | 402,315,708 | I |
| Class B Common StockF16,F5 | — | Nov 29, 2016 | C | 267,909 | D | — | — | Class A Common Stock | 267,909 | 5,542,016 | I |
| Class B Common StockF16,F3 | — | Nov 29, 2016 | C | 123,650 | D | — | — | Class A Common Stock | 123,650 | 402,192,058 | I |
Explanation of responses
- F1This transaction represents a transfer of shares that were beneficially owned by the reporting person for the purposes of estate planning and not a sale of securities.
- F10The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $121.42 to $122.09 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.
- F11The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $120.43 to $121.42 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 $121.43 to $122.05 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.
- F13Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 1, dated 5/8/2014.
- F14Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 2, dated 5/8/2014.
- F15Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 3, dated 5/8/2014.
- 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.
- F17The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.
- F2Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg Trust dated July 7, 2006 ("2006 Trust").
- F3Shares held of record by CZI Holdings, LLC ("CZI"). The 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.
- F4Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock at the election of the holder.
- F5Shares held of record by Mark Zuckerberg, Trustee and Settlor of the Chan Zuckerberg Foundation ("CZ Foundation").
- F6The sales reported were effected by CZ Foundation and 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.
- F7The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $119.86 to $120.855 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 $120.86 to $121.65 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 $120.42 to $121.41 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.