SEC Form 4 · accession 0001127602-17-018152
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
May 11, 2017
Accepted (ET)
May 15, 2017 · 7:29 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 StockF1,F2 | May 11, 2017 | C | 78,606 | $10.388 | A | 2,255,778 | I | By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 |
| Class A Common StockF4,F2 | May 11, 2017 | S | 76,776 | $149.919 | D | 2,179,002 | I | By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 |
| Class A Common StockF5,F2 | May 11, 2017 | S | 1,830 | $150.5266 | D | 2,177,172 | I | By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 |
| Class A Common StockF6,F2 | May 11, 2017 | S | 82,694 | $149.9187 | D | 2,094,478 | I | By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 |
| Class A Common StockF7,F2 | May 11, 2017 | S | 2,200 | $150.5125 | D | 2,092,278 | I | By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 |
| Class A Common StockF2 | May 15, 2017 | M | 13,029 | $0.00 | A | 2,105,307 | I | By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 |
| Class A Common StockF8,F2 | May 15, 2017 | F | 6,799 | $150.33 | D | 2,098,508 | I | By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 |
| Class A Common StockF9,F2 | May 15, 2017 | C | 43,193 | $0.00 | A | 2,141,701 | I | By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 |
| Class A Common StockF8,F2 | May 15, 2017 | F | 22,539 | $150.33 | D | 2,119,162 | I | By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 |
| Class A Common StockF10 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy Class B Common Stock)F13,F11,F12 | $10.388 | May 11, 2017 | M | 78,606 | D | — | Jul 22, 2020 | Class B Common Stock | 78,606 | 1,220,426 | I |
| Class B Common StockF12,F2 | — | May 11, 2017 | M | 78,606 | A | — | — | Class A Common Stock | 78,606 | 78,606 | I |
| Class B Common StockF12,F14,F2 | — | May 11, 2017 | C | 78,606 | D | — | — | Class A Common Stock | 78,606 | 0 | I |
| Restricted Stock Units (RSU) (Class A)F15,F16 | — | May 15, 2017 | M | 13,029 | D | — | Mar 16, 2024 | Class A Common Stock | 13,029 | 143,324 | D |
| Restricted Stock Unit (RSU) (Class B)F17,F18,F12 | — | May 15, 2017 | M | 43,193 | D | — | May 2, 2022 | Class B Common Stock | 43,193 | 86,386 | D |
| Class B Common StockF12 | — | May 15, 2017 | M | 43,193 | A | — | — | Class A Common Stock | 43,193 | 43,193 | D |
| Class B Common StockF12,F14 | — | May 15, 2017 | C | 43,193 | D | — | — | Class A Common Stock | 43,193 | 0 | 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 option listed in Table II.
- F10Shares held of record by Sheryl K. Sandberg, Trustee of the Sandberg-Goldberg Family Trust Dated September 3, 2004.
- F11The option vests as to 1/48th of the total shares monthly, beginning on May 1, 2013, subject to continued service through each vesting date.
- F12The 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.
- F13Options held of record by Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004.
- F14The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.
- F15Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.
- F16The RSUs vest as to 1/16th of the total shares quarterly, beginning on May 15, 2016, subject to continued service through each vesting date.
- F17Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.
- F18The RSUs vest as to 1/16th of the total shares quarterly, beginning on February 15, 2014, subject to continued service through each vesting date.
- F2Shares held of record by Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004.
- F3The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the holder.
- F4The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $149.48 to $150.47 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 $150.48 to $150.59 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.
- F6The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $149.45 to $150.44 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.
- F7The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $150.45 to $150.64 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.
- F8Represents 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.
- F9Represents 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.