SEC Form 4 · accession 0001127602-17-006706

Meta Platforms, Inc. · META

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

Reporting owner

Michael Todd Schroepfer

Officer — Chief Technology Officer

Period of report

Feb 14, 2017

Accepted (ET)

Feb 16, 2017 · 6:27 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	Feb 14, 2017	C	66,256	$0.00	A	557,268	D
Class A Common Stock^F3	Feb 14, 2017	S	14,411	$133.1301	D	542,857	D
Class A Common Stock^F4	Feb 14, 2017	S	23,553	$133.7579	D	519,304	D
Class A Common Stock^F5	Feb 15, 2017	C	86,585	$0.00	A	603,889	D
Class A Common Stock^F6	Feb 15, 2017	F	45,181	$133.85	D	558,708	D
Class A Common Stock^F5	Feb 15, 2017	C	34,123	$0.00	A	592,831	D
Class A Common Stock^F6	Feb 15, 2017	F	17,806	$133.85	D	575,025	D
Class A Common Stock	Feb 15, 2017	M	10,023	$0.00	A	585,048	D
Class A Common Stock^F6	Feb 15, 2017	F	5,231	$133.85	D	579,817	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option (Right to Buy Class B Common Stock)^F7,F8	$1.854	Feb 14, 2017	M	66,256	D	—	Jan 11, 2019	Class B Common Stock	66,256	366,461	D
Class B Common Stock^F8	—	Feb 14, 2017	M	66,256	A	—	—	Class A Common Stock	66,256	66,256	D
Class B Common Stock^F8,F9	—	Feb 14, 2017	C	66,256	D	—	—	Class A Common Stock	66,256	0	D
Restricted Stock Unit (RSU) (Class B)^F10,F11,F8	—	Feb 15, 2017	M	86,585	D	—	Aug 25, 2020	Class B Common Stock	86,585	432,920	D
Class B Common Stock^F8	—	Feb 15, 2017	M	86,585	A	—	—	Class A Common Stock	86,585	86,585	D
Class B Common Stock^F8,F9	—	Feb 15, 2017	C	86,585	D	—	—	Class A Common Stock	86,585	0	D
Restricted Stock Unit (RSU) (Class B)^F10,F12,F8	—	Feb 15, 2017	M	34,123	D	—	May 2, 2022	Class B Common Stock	34,123	204,734	D
Class B Common Stock^F8	—	Feb 15, 2017	M	34,123	A	—	—	Class A Common Stock	34,123	34,123	D
Class B Common Stock^F8,F9	—	Feb 15, 2017	C	34,123	D	—	—	Class A Common Stock	34,123	0	D
Restricted Stock Units (RSU) (Class A)^F13,F14	—	Feb 15, 2017	M	10,023	D	—	Mar 16, 2024	Class A Common Stock	10,023	120,270	D

Explanation of responses

F1Represents the number of shares that were acquired upon the conversion of Class B Common Stock to Class A Common Stock in connection with the exercise of the stock options listed in Table II.
F10Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.
F11The RSUs were granted with both (a) a liquidity event-based vesting condition and (b) a service-based vesting condition, both of which conditions must be satisfied in order for the RSUs to vest. The liquidity event-based vesting condition was satisfied on November 17, 2012. The service-based vesting condition was satisfied as to 1/16th of the total number of shares on August 15, 2014, after which 1/16th of the total number of shares vest quarterly, subject to continued service through each vesting date.
F12The RSUs vest as to 1/16th of the total shares quarterly, beginning on November 15, 2014, subject to continued service through each vesting date.
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 1/16th of the total shares quarterly, beginning on May 15, 2016, subject to continued service through each vesting date.
F2The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted 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 $132.57 to $133.56 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 $133.57 to $134.01 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.
F5Represents 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.
F6Represents the number of shares of Class A Common Stock that have been withheld by the issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the RSUs and does not represent a sale by the reporting person.
F7The option vested as to 1/5th of the total shares on October 29, 2009, after which 1/60th of the total shares vest monthly, subject to continued service through each vesting date. In connection with certain estate planning transfers, the reporting person transferred vested shares underlying the option to Michael Schroepfer and Erin Hoffman, Co-Trustees of The HS Trust u/a/d 9/28/11.
F8The 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.
F9The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.