SEC Form 4 · accession 0001127602-17-019582
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 24, 2017
Accepted (ET)
May 26, 2017 · 6:05 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 19, 2017 | G | 23,824 | $0.00 | D | 0 | I | By Sheryl K. Sandberg, Trustee of the Sandberg-Goldberg Family Trust Dated September 3, 2004 |
| Class A Common StockF1,F3 | May 19, 2017 | G | 23,824 | $0.00 | A | 2,142,986 | I | By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 |
| Class A Common StockF4,F3 | May 24, 2017 | C | 78,606 | $10.388 | A | 2,221,592 | I | By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 |
| Class A Common StockF6,F3 | May 24, 2017 | S | 37,675 | $149.2252 | D | 2,183,917 | I | By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 |
| Class A Common StockF7,F3 | May 24, 2017 | S | 40,931 | $149.8383 | D | 2,142,986 | I | By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 |
| Class A Common StockF8,F3 | May 24, 2017 | S | 39,232 | $149.2191 | D | 2,103,754 | I | By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 |
| Class A Common StockF9,F3 | May 24, 2017 | S | 45,662 | $149.8264 | D | 2,058,092 | I | By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA 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)F12,F10,F11 | $10.388 | May 24, 2017 | M | 78,606 | D | — | Jul 22, 2020 | Class B Common Stock | 78,606 | 1,141,820 | I |
| Class B Common StockF11,F3 | — | May 24, 2017 | M | 78,606 | A | — | — | Class A Common Stock | 78,606 | 78,606 | I |
| Class B Common StockF11,F13,F3 | — | May 24, 2017 | C | 78,606 | D | — | — | Class A Common Stock | 78,606 | 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 option vests as to 1/48th of the total shares monthly, beginning on May 1, 2013, 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.
- F12Options held of record by Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004.
- F13The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.
- F2Shares held of record by Sheryl K. Sandberg, Trustee of the Sandberg-Goldberg Family Trust Dated September 3, 2004.
- F3Shares held of record by Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004.
- F4Represents 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.
- F5The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the holder.
- F6The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $148.45 to $149.4401 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 $149.45 to $150.18 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.
- F8The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $148.45 to $149.4450 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.
- F9The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $149.45 to $150.21 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.