SEC Form 4 · accession 0001127602-17-018715
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
May 16, 2017
Accepted (ET)
May 18, 2017 · 6:40 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 StockF2 | May 9, 2017 | J | 468,566 | $0.00 | D | 0 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 1 Dated 5/8/2014 |
| Class A Common StockF3 | May 9, 2017 | J | 468,566 | $0.00 | A | 468,566 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 |
| Class A Common StockF4 | May 16, 2017 | C | 66,800 | $0.00 | A | 66,800 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF6,F4 | May 16, 2017 | S | 64,700 | $149.6867 | D | 2,100 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF7,F4 | May 16, 2017 | S | 2,100 | $150.1057 | D | 0 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF8 | May 16, 2017 | C | 41,751 | $0.00 | A | 41,751 | I | By CZI Holdings, LLC |
| Class A Common StockF9,F8 | May 16, 2017 | S | 40,751 | $149.6866 | D | 1,000 | I | By CZI Holdings, LLC |
| Class A Common StockF10,F8 | May 16, 2017 | S | 1,000 | $150.121 | D | 0 | I | By CZI Holdings, LLC |
| Class A Common StockF12,F13 | May 16, 2017 | S | 16,499 | $149.7041 | D | 943,265 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014 |
| Class A Common StockF13 | May 16, 2017 | S | 200 | $150.16 | D | 943,065 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014 |
| Class A Common StockF14,F15 | May 16, 2017 | S | 16,400 | $149.6861 | D | 1,039,795 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 |
| Class A Common StockF16,F15 | May 16, 2017 | S | 300 | $150.155 | D | 1,039,495 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 |
| Class A Common StockF4 | May 17, 2017 | C | 67,978 | $0.00 | A | 67,978 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF17,F4 | May 17, 2017 | S | 4,773 | $145.3299 | D | 63,205 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF18,F4 | May 17, 2017 | S | 18,870 | $146.3574 | D | 44,335 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF19,F4 | May 17, 2017 | S | 29,010 | $147.338 | D | 15,325 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF20,F4 | May 17, 2017 | S | 15,325 | $148.14 | D | 0 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF8 | May 17, 2017 | C | 42,483 | $0.00 | A | 42,483 | I | By CZI Holdings, LLC |
| Class A Common StockF21,F8 | May 17, 2017 | S | 2,484 | $145.3156 | D | 39,999 | I | By CZI Holdings, LLC |
| Class A Common StockF22,F8 | May 17, 2017 | S | 12,439 | $146.3666 | D | 27,560 | I | By CZI Holdings, LLC |
| Class A Common StockF23,F8 | May 17, 2017 | S | 18,000 | $147.3399 | D | 9,560 | I | By CZI Holdings, LLC |
| Class A Common StockF24,F8 | May 17, 2017 | S | 9,560 | $148.1438 | D | 0 | I | By CZI Holdings, LLC |
| Class A Common StockF25,F13 | May 17, 2017 | S | 513 | $145.3428 | D | 942,552 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014 |
| Class A Common StockF26,F13 | May 17, 2017 | S | 4,892 | $146.3264 | D | 937,660 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014 |
| Class A Common StockF27,F13 | May 17, 2017 | S | 7,779 | $147.3785 | D | 929,881 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014 |
| Class A Common StockF28,F13 | May 17, 2017 | S | 3,801 | $148.1318 | D | 926,080 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014 |
| Class A Common StockF29,F15 | May 17, 2017 | S | 938 | $145.4048 | D | 1,038,557 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 |
| Class A Common StockF30,F15 | May 17, 2017 | S | 4,753 | $146.3417 | D | 1,033,804 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 |
| Class A Common StockF31,F15 | May 17, 2017 | S | 7,300 | $147.3309 | D | 1,026,504 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 |
| Class A Common StockF32,F15 | May 17, 2017 | S | 4,000 | $148.12 | D | 1,022,504 | 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 StockF33,F4 | — | May 16, 2017 | C | 66,800 | D | — | — | Class A Common Stock | 66,800 | 3,663,540 | I |
| Class B Common StockF33,F8 | — | May 16, 2017 | C | 41,751 | D | — | — | Class A Common Stock | 41,751 | 401,546,849 | I |
| Class B Common StockF33,F4 | — | May 17, 2017 | C | 67,978 | D | — | — | Class A Common Stock | 67,978 | 3,595,562 | I |
| Class B Common StockF33,F8 | — | May 17, 2017 | C | 42,483 | D | — | — | Class A Common Stock | 42,483 | 401,504,366 | I |
| Class B Common StockF33,F3 | — | holding | — | — | — | — | — | Class A Common Stock | 5,207,492 | 5,207,492 | I |
Explanation of responses
- F1This transaction represents a transfer of shares that were beneficially owned by the reporting person for the purposes of estate planning and not a sale of securities.
- F10The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $150.10 to $150.16 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.
- F11The sales reported were effected by 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.
- F12The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $149.14 to $150.13 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. 2, 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 $149.14 to $150.13 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.
- F15Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 3, dated 5/8/2014.
- F16The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $150.145 to $150.16 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 $144.84 to $145.81 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 $145.86 to $146.84 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.
- F19The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $146.86 to $147.85 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.
- F2Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 1, dated 5/8/2014.
- F20The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $147.86 to $148.61 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.
- F21The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $144.83 to $145.79 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.
- F22The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $145.86 to $146.85 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 written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F23The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $146.86 to $147.85 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 written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F24The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $147.86 to $148.62 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 written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F25The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $144.83 to $145.78 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.
- F26The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $145.87 to $146.84 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 written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F27The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $146.89 to $147.85 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 written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F28The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $147.89 to $148.51 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.
- F29The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $144.84 to $145.79 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.
- F3Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg Trust dated July 7, 2006 ("2006 Trust").
- F30The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $145.88 to $146.85 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 written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F31The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $146.89 to $147.85 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 written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F32The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $147.89 to $148.51 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.
- F33The 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.
- F4Shares held of record by Mark Zuckerberg, Trustee and Settlor of the Chan Zuckerberg Foundation ("CZ Foundation").
- F5The 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.
- F6The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $149.07 to $150.06 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.
- F7The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $150.07 to $150.16 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.
- F8Shares held of record by CZI. The 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.
- F9The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $149.10 to $150.09 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.