SEC Form 4 · accession 0001127602-17-013659

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

Mar 30, 2017

Accepted (ET)

Apr 3, 2017 · 7:06 pm EDT

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	Mar 30, 2017	C	70,221	$0.00	A	70,221	I	By Chan Zuckerberg Foundation
Class A Common Stock^F3,F1	Mar 30, 2017	S	70,021	$142.4049	D	200	I	By Chan Zuckerberg Foundation
Class A Common Stock^F4,F1	Mar 30, 2017	S	200	$142.88	D	0	I	By Chan Zuckerberg Foundation
Class A Common Stock^F5,F6	Mar 30, 2017	S	43,689	$142.4026	D	34,556	I	By CZI Holdings, LLC
Class A Common Stock^F6	Mar 30, 2017	S	200	$142.87	D	34,356	I	By CZI Holdings, LLC
Class A Common Stock^F8,F9	Mar 30, 2017	S	35,110	$142.4081	D	575,219	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 1 Dated 5/8/2014
Class A Common Stock^F10,F11	Mar 30, 2017	S	17,555	$142.4096	D	1,013,089	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014
Class A Common Stock^F12,F13	Mar 30, 2017	S	17,354	$142.4064	D	1,109,721	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014
Class A Common Stock^F13	Mar 30, 2017	S	200	$142.94	D	1,109,521	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014
Class A Common Stock^F1	Mar 31, 2017	C	70,280	$0.00	A	70,280	I	By Chan Zuckerberg Foundation
Class A Common Stock^F14,F1	Mar 31, 2017	S	70,280	$142.2861	D	0	I	By Chan Zuckerberg Foundation
Class A Common Stock^F6	Mar 31, 2017	C	9,569	$0.00	A	43,925	I	By CZI Holdings, LLC
Class A Common Stock^F15,F6	Mar 31, 2017	S	43,925	$142.288	D	0	I	By CZI Holdings, LLC
Class A Common Stock^F16,F9	Mar 31, 2017	S	35,138	$142.2941	D	540,081	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 1 Dated 5/8/2014
Class A Common Stock^F17,F11	Mar 31, 2017	S	17,568	$142.2972	D	995,521	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014
Class A Common Stock^F18,F13	Mar 31, 2017	S	17,569	$142.2955	D	1,091,952	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 Stock^F19,F1	—	Mar 30, 2017	C	70,221	D	—	—	Class A Common Stock	70,221	3,943,651	I
Class B Common Stock^F19,F1	—	Mar 31, 2017	C	70,280	D	—	—	Class A Common Stock	70,280	3,873,371	I
Class B Common Stock^F19,F6	—	Mar 31, 2017	C	9,569	D	—	—	Class A Common Stock	9,569	401,677,994	I
Class B Common Stock^F19,F20	—	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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $141.89 to $142.85 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.
F11Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 2, dated 5/8/2014.
F12The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $141.88 to $142.73 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. 3, dated 5/8/2014.
F14The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $141.91 to $142.62 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.
F15The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $141.92 to $142.60 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.
F16The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $141.92 to $142.58 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.
F17The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $141.91 to $142.58 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.
F18The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $141.91 to $142.59 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.
F19The 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.
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.
F20Shares held of record by Mark Zuckerberg, Trustee of the 2006 Trust.
F3The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $141.87 to $142.86 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 $142.87 to $142.89 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.
F5The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $141.87 to $142.77 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.
F6Shares 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.
F7The sales reported were effected by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 1, dated 5/8/2014, Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 2, dated 5/8/2014 and Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 3, dated 5/8/2014, as applicable, pursuant to their Rule 10b5-1 trading plans.
F8The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $141.86 to $142.85 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.
F9Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 1, dated 5/8/2014.