SEC Form 4 · accession 0001127602-17-024628
Meta Platforms, Inc. · META
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter Thiel
Director
Period of report
Jul 28, 2017
Accepted (ET)
Aug 1, 2017 · 7:10 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 | Jul 28, 2017 | C | 45,659 | $0.00 | A | 45,659 | I | By The Founders Fund IV, LP |
| Class A Common StockF3,F1 | Jul 28, 2017 | S | 1,816 | $169.486 | D | 43,843 | I | By The Founders Fund IV, LP |
| Class A Common StockF4,F1 | Jul 28, 2017 | S | 1,135 | $170.4923 | D | 42,708 | I | By The Founders Fund IV, LP |
| Class A Common StockF5,F1 | Jul 28, 2017 | S | 14,817 | $171.9049 | D | 27,891 | I | By The Founders Fund IV, LP |
| Class A Common StockF6,F1 | Jul 28, 2017 | S | 27,284 | $172.6701 | D | 607 | I | By The Founders Fund IV, LP |
| Class A Common StockF7,F1 | Jul 28, 2017 | S | 607 | $173.2676 | D | 0 | I | By The Founders Fund IV, LP |
| Class A Common StockF8 | Jul 28, 2017 | C | 14,657 | $0.00 | A | 14,657 | I | By The Founders Fund IV Principals Fund, LP |
| Class A Common StockF3,F8 | Jul 28, 2017 | S | 584 | $169.4861 | D | 14,073 | I | By The Founders Fund IV Principals Fund, LP |
| Class A Common StockF4,F8 | Jul 28, 2017 | S | 365 | $170.4924 | D | 13,708 | I | By The Founders Fund IV Principals Fund, LP |
| Class A Common StockF5,F8 | Jul 28, 2017 | S | 4,747 | $171.904 | D | 8,961 | I | By The Founders Fund IV Principals Fund, LP |
| Class A Common StockF6,F8 | Jul 28, 2017 | S | 8,765 | $172.6703 | D | 196 | I | By The Founders Fund IV Principals Fund, LP |
| Class A Common StockF7,F8 | Jul 28, 2017 | S | 196 | $173.2672 | D | 0 | I | By The Founders Fund IV Principals Fund, LP |
| Class A Common Stock | holding | — | — | — | 6,311 | D | ||
| Class A Common StockF9 | holding | — | — | — | 214,407 | I | By Rivendell One LLC |
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 StockF10,F11,F12,F1 | — | Jul 28, 2017 | C | 45,659 | D | — | — | Class A Common Stock | 45,659 | 41,631 | I |
| Class B Common StockF10,F11,F12,F8 | — | Jul 28, 2017 | C | 14,657 | D | — | — | Class A Common Stock | 14,657 | 13,364 | I |
Explanation of responses
- F1The reporting person is one of the Managers of The Founders Fund IV Management, LLC ("FF IV Management"), which is the General Partner of The Founders Fund IV, LP ("FF IV"), although he disclaims voting and investment power over the securities held by FF IV. The reporting person otherwise disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein. 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.
- F10The 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.
- F11The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.
- F12Includes shares to be received by the holder in connection with the acquisition of Oculus by the issuer pursuant to the agreement and plan of merger (the "Merger Agreement"), 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.
- F2The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the holder.
- F3The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $169.07 to $169.89 per share, inclusive. The holder 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.
- F4The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $170.21 to $171.00 per share, inclusive. The holder 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.
- F5The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $171.22 to $172.19 per share, inclusive. The holder 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.
- F6The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $172.23 to $173.21 per share, inclusive. The holder 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 $173.23 to $173.40 per share, inclusive. The holder 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 reporting person is one of the Managers of FF IV Management, which is the General Partner of The Founders Fund IV Principals Fund, LP ("FFIVPF"), although he disclaims voting and investment power over the securities held by FFIVPF. The reporting person otherwise disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein. 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.
- F9The reporting person is the beneficial owner of Rivendell One LLC ("Rivendell"), and has sole voting and investment power over the securities held by Rivendell.