SEC Form 4 · accession 0001127602-17-024013
Meta Platforms, Inc. · META
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Marc L Andreessen
Director
Period of report
Jul 19, 2017
Accepted (ET)
Jul 21, 2017 · 6:20 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 | Jul 19, 2017 | C | 245,935 | $0.00 | A | 245,935 | I | By Andreessen Horowitz Fund III, L.P., As Nominee |
| Class A Common StockF1,F3 | Jul 19, 2017 | C | 170,205 | $0.00 | A | 170,205 | I | By AH Parallel Fund III, L.P., as Nominee |
| Class A Common StockF4 | holding | — | — | — | 175,165 | I | By The Andreessen 1996 Living Trust |
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 StockF5,F6,F7,F2 | — | Jul 19, 2017 | A | 245,935 | A | — | — | Class A Common Stock | 245,935 | 470,174 | I |
| Class B Common StockF5,F1,F8,F2 | — | Jul 19, 2017 | C | 245,935 | D | — | — | Class A Common Stock | 245,935 | 224,239 | I |
| Class B Common StockF5,F6,F7,F3 | — | Jul 19, 2017 | A | 170,205 | A | — | — | Class A Common Stock | 170,205 | 325,395 | I |
| Class B Common StockF5,F1,F8,F3 | — | Jul 19, 2017 | C | 170,205 | D | — | — | Class A Common Stock | 170,205 | 155,190 | I |
Explanation of responses
- F1The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis pursuant to an irrevocable commitment to convert such shares that was delivered to the issuer in connection with the approval by the issuer's board of directors of the reclassification of the issuer's capital stock as described in further detail in the issuer's definitive proxy statement filed with the Securities and Exchange Commission on June 2, 2016.
- F2The reporting person is one of the Managing Members of AH Equity Partners III, L.L.C., which is the General Partner of Andreessen Horowitz Fund III, L.P., as nominee ("AH Fund III"), and may be deemed to share voting and investment power over the securities held by AH Fund III. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
- F3The reporting person is one of the Managing Members of AH Equity Partners III (Parallel), L.L.C., which is the General Partner of AH Parallel Fund III, L.P., as nominee ("AHPF III"), and may be deemed to share voting and investment power over the securities held by AHPF III. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
- F4The reporting person and JP Morgan Chase Bank, N.A. (successor-in-interest to J.P. Morgan Trust Company, N.A.) are the trustees of The Andreessen 1996 Living Trust.
- F5The 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.
- F6The reporting person became entitled to receive these shares on July 19, 2017 for no additional consideration pursuant to an earn-out provision in the agreement and plan of merger (the "Merger Agreement") executed in connection with the acquisition of Oculus VR, Inc. ("Oculus") by the issuer (the "Merger"). Subject to achievement of the associated earnout milestones, the reporting person's right to receive these additional shares became irrevocable on July 21, 2014, the effective date of the Merger.
- F7The value of these shares was established in the Merger Agreement.
- F8Represents shares to be received by the holder in connection with the Merger, which are currently being held in escrow and are subject to forfeiture during the escrow period stated to satisfy claims arising as a result of, among other things, Oculus' breach of any of its representations and warranties or covenants and agreements set forth in the Merger Agreement.