SEC Form 4 · accession 0001127602-17-022582
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
Jun 29, 2017
Accepted (ET)
Jul 3, 2017 · 6:11 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 | Jun 29, 2017 | C | 66,278 | $0.00 | A | 66,278 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF3,F1 | Jun 29, 2017 | S | 5,800 | $149.5815 | D | 60,478 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF4,F1 | Jun 29, 2017 | S | 26,053 | $150.4396 | D | 34,425 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF5,F1 | Jun 29, 2017 | S | 31,907 | $151.3786 | D | 2,518 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF6,F1 | Jun 29, 2017 | S | 2,518 | $152.0775 | D | 0 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF7 | Jun 29, 2017 | C | 41,426 | $0.00 | A | 41,426 | I | By CZI Holdings, LLC |
| Class A Common StockF8,F7 | Jun 29, 2017 | S | 6,503 | $149.7578 | D | 34,923 | I | By CZI Holdings, LLC |
| Class A Common StockF9,F7 | Jun 29, 2017 | S | 18,006 | $150.6295 | D | 16,917 | I | By CZI Holdings, LLC |
| Class A Common StockF10,F7 | Jun 29, 2017 | S | 16,617 | $151.5344 | D | 300 | I | By CZI Holdings, LLC |
| Class A Common StockF11,F7 | Jun 29, 2017 | S | 300 | $152.2833 | D | 0 | I | By CZI Holdings, LLC |
| Class A Common StockF13,F14 | Jun 29, 2017 | S | 8,614 | $150.3505 | D | 819,412 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014 |
| Class A Common StockF15,F14 | Jun 29, 2017 | S | 7,153 | $151.4049 | D | 812,259 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014 |
| Class A Common StockF16,F14 | Jun 29, 2017 | S | 800 | $152.08 | D | 811,459 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014 |
| Class A Common StockF17,F18 | Jun 29, 2017 | S | 2,500 | $149.7091 | D | 921,950 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 |
| Class A Common StockF19,F18 | Jun 29, 2017 | S | 7,108 | $150.6306 | D | 914,842 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 |
| Class A Common StockF20,F18 | Jun 29, 2017 | S | 6,962 | $151.5007 | D | 907,880 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 |
| Class A Common StockF1 | Jun 30, 2017 | C | 66,163 | $0.00 | A | 66,163 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF21,F1 | Jun 30, 2017 | S | 21,687 | $150.7158 | D | 44,476 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF22,F1 | Jun 30, 2017 | S | 44,476 | $151.3428 | D | 0 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF7 | Jun 30, 2017 | C | 41,354 | $0.00 | A | 41,354 | I | By CZI Holdings, LLC |
| Class A Common StockF23,F7 | Jun 30, 2017 | S | 17,220 | $150.7907 | D | 24,134 | I | By CZI Holdings, LLC |
| Class A Common StockF24,F7 | Jun 30, 2017 | S | 24,134 | $151.3668 | D | 0 | I | By CZI Holdings, LLC |
| Class A Common StockF25,F14 | Jun 30, 2017 | S | 5,110 | $150.6761 | D | 806,349 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014 |
| Class A Common StockF26,F14 | Jun 30, 2017 | S | 11,429 | $151.3592 | D | 794,920 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014 |
| Class A Common StockF27,F18 | Jun 30, 2017 | S | 11,561 | $150.9889 | D | 896,319 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 |
| Class A Common StockF28,F18 | Jun 30, 2017 | S | 4,978 | $151.5096 | D | 891,341 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 |
| Class A Common StockF29 | holding | — | — | — | 468,566 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 |
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 StockF30,F1 | — | Jun 29, 2017 | C | 66,278 | D | — | — | Class A Common Stock | 66,278 | 3,137,004 | I |
| Class B Common StockF30,F7 | — | Jun 29, 2017 | C | 41,426 | D | — | — | Class A Common Stock | 41,426 | 401,217,782 | I |
| Class B Common StockF30,F1 | — | Jun 30, 2017 | C | 66,163 | D | — | — | Class A Common Stock | 66,163 | 3,070,841 | I |
| Class B Common StockF30,F7 | — | Jun 30, 2017 | C | 41,354 | D | — | — | Class A Common Stock | 41,354 | 401,176,428 | I |
| Class B Common StockF30,F29 | — | 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 $151.18 to $152.12 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $152.28 to $152.29 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.
- F12The 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.
- F13The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $148.92 to $150.88 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.
- F14Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 2, dated 5/8/2014.
- F15The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $150.975 to $151.97 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 $152.06 to $152.10 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 $149.17 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.
- F18Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 3, dated 5/8/2014.
- F19The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $150.17 to $151.16 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.
- 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.
- F20The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $151.17 to $152.15 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.
- F21The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $150.09 to $151.07 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 $151.09 to $151.81 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 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 $150.15 to $151.145 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 $151.15 to $151.81 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 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 $150.10 to $151.06 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.
- F26The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $151.15 to $151.76 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 $150.34 to $151.335 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 $151.34 to $151.82 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.
- F29Shares 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 $148.92 to $149.90 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.
- F30The 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.
- F4The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $149.92 to $150.91 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 $150.93 to $151.92 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 $151.93 to $152.28 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.
- F7Shares 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.
- F8The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $149.16 to $150.12 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.
- F9The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $150.18 to $151.175 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.