SEC Form 4 · accession 0001127602-16-070854
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
Dec 20, 2016
Accepted (ET)
Dec 22, 2016 · 7:07 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 StockF1 | Dec 20, 2016 | C | 272,606 | $0.00 | A | 272,606 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF3,F1 | Dec 20, 2016 | S | 272,606 | $119.2194 | D | 0 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF4 | Dec 20, 2016 | C | 125,825 | $0.00 | A | 475,994 | I | By CZI Holdings, LLC |
| Class A Common StockF5,F4 | Dec 20, 2016 | S | 125,825 | $119.2128 | D | 350,169 | I | By CZI Holdings, LLC |
| Class A Common StockF1 | Dec 21, 2016 | C | 273,441 | $0.00 | A | 273,441 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF6,F1 | Dec 21, 2016 | S | 273,441 | $118.8554 | D | 0 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF4 | Dec 21, 2016 | C | 126,204 | $0.00 | A | 476,373 | I | By CZI Holdings, LLC |
| Class A Common StockF6,F4 | Dec 21, 2016 | S | 126,204 | $118.8547 | D | 350,169 | I | By CZI Holdings, LLC |
| Class A Common StockF7 | holding | — | — | — | 827,870 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 Grat No. 1 Dated 5/8/2014 | |
| Class A Common StockF8 | holding | — | — | — | 1,139,412 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 Grat No. 2 Dated 5/8/2014 | |
| Class A Common StockF9 | 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 StockF10,F1 | — | Dec 20, 2016 | C | 272,606 | D | — | — | Class A Common Stock | 272,606 | 4,722,395 | I |
| Class B Common StockF10,F4 | — | Dec 20, 2016 | C | 125,825 | D | — | — | Class A Common Stock | 125,825 | 401,813,767 | I |
| Class B Common StockF10,F1 | — | Dec 21, 2016 | C | 273,441 | D | — | — | Class A Common Stock | 273,441 | 4,448,954 | I |
| Class B Common StockF10,F4 | — | Dec 21, 2016 | C | 126,204 | D | — | — | Class A Common Stock | 126,204 | 401,687,563 | I |
| Class B Common StockF10,F11 | — | holding | — | — | — | — | — | Class A Common Stock | 5,207,492 | 5,207,492 | I |
Explanation of responses
- F1Shares held of record by Mark Zuckerberg, Trustee and Settlor of the Chan Zuckerberg Foundation ("CZ Foundation").
- F10The 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.
- F11Shares held of record by Mark Zuckerberg, Trustee of the 2006 Trust.
- 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 $118.81 to $119.76 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.
- F4Shares 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.
- F5The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $118.82 to $119.72 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 written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F6The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $118.49 to $119.19 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.
- F7Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 1, dated 5/8/2014.
- F8Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 2, dated 5/8/2014.
- F9Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 3, dated 5/8/2014.