SEC Form 4 · accession 0001127602-17-007071

Meta Platforms, Inc. · META

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

Reporting owner

Sheryl Sandberg

Officer — Chief Operating Officer · Director

Period of report

Jan 20, 2017

Accepted (ET)

Feb 17, 2017 · 6:32 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^F1	Jan 20, 2017	G	2,850,200	$0.00	D	0	D
Class A Common Stock^F1,F2	Jan 20, 2017	G	2,850,200	$0.00	A	2,850,200	I	By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004
Class A Common Stock^F3,F2	Feb 15, 2017	C	43,193	$0.00	A	2,893,393	I	By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004
Class A Common Stock^F4,F2	Feb 15, 2017	F	22,539	$133.85	D	2,870,854	I	By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004
Class A Common Stock^F2	Feb 15, 2017	M	13,029	$0.00	A	2,883,883	I	By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004
Class A Common Stock^F4,F2	Feb 15, 2017	F	6,799	$133.85	D	2,877,084	I	By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004
Class A Common Stock^F5,F2	Feb 16, 2017	C	157,212	$0.00	A	3,034,296	I	By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004
Class A Common Stock^F7,F2	Feb 16, 2017	S	157,212	$133.3889	D	2,877,084	I	By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004
Class A Common Stock^F7,F2	Feb 16, 2017	S	169,788	$133.3889	D	2,707,296	I	By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004
Class A Common Stock^F8	holding	—	—		—	23,824	I	By Sheryl K. Sandberg, Trustee of the Sandberg-Goldberg Family Trust Dated September 3, 2004

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Unit (RSU) (Class B)^F9,F10,F11	—	Feb 15, 2017	M	43,193	D	—	May 2, 2022	Class B Common Stock	43,193	129,579	D
Class B Common Stock^F11	—	Feb 15, 2017	M	43,193	A	—	—	Class A Common Stock	43,193	43,193	D
Class B Common Stock^F12,F11	—	Feb 15, 2017	C	43,193	D	—	—	Class A Common Stock	43,193	0	D
Restricted Stock Units (RSU) (Class A)^F13,F14	—	Feb 15, 2017	M	13,029	D	—	Mar 16, 2024	Class A Common Stock	13,029	156,353	D
Stock Option (Right to Buy Class B Common Stock)^F16,F15,F11	$10.388	Feb 16, 2017	M	157,212	D	—	Jul 22, 2020	Class B Common Stock	157,212	1,823,072	I
Class B Common Stock^F2,F11	—	Feb 16, 2017	M	157,212	A	—	—	Class A Common Stock	157,212	157,212	I
Class B Common Stock^F12,F2,F11	—	Feb 16, 2017	C	157,212	D	—	—	Class A Common Stock	157,212	0	I

Explanation of responses

F1In connection with certain estate planning transfers, the reporting person transferred all shares to Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004.
F10The RSUs vest as to 1/16th of the total shares quarterly, beginning on February 15, 2014, subject to continued service through each vesting date.
F11The 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.
F12The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.
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.
F15The option vests as to 1/48th of the total shares monthly, beginning on May 1, 2013, subject to continued service through each vesting date. In connection with certain estate planning transfers, the reporting person transferred all shares underlying the option, which shares were vested as of the date of transfer, to Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004.
F16Options held of record by Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004.
F2Shares held of record by Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004.
F3Represents 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 (the "RSUs") listed in Table II.
F4Represents 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.
F5Represents 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 option listed in Table II.
F6The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
F7The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $133.05 to $133.84 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.
F8Shares held of record by Sheryl K. Sandberg, Trustee of the Sandberg-Goldberg Family Trust Dated September 3, 2004.
F9Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.