SEC Form 4 · accession 0001127602-17-025836
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
Aug 14, 2017
Accepted (ET)
Aug 16, 2017 · 6:45 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 | Aug 14, 2017 | C | 58,648 | $0.00 | A | 58,648 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF3,F1 | Aug 14, 2017 | S | 12,689 | $169.9445 | D | 45,959 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF4,F1 | Aug 14, 2017 | S | 45,959 | $170.6641 | D | 0 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF5 | Aug 14, 2017 | C | 36,653 | $0.00 | A | 36,653 | I | By CZI Holdings, LLC |
| Class A Common StockF6,F5 | Aug 14, 2017 | S | 7,000 | $169.938 | D | 29,653 | I | By CZI Holdings, LLC |
| Class A Common StockF7,F5 | Aug 14, 2017 | S | 29,653 | $170.6547 | D | 0 | I | By CZI Holdings, LLC |
| Class A Common StockF9,F10 | Aug 14, 2017 | S | 3,225 | $169.9596 | D | 760,153 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014 |
| Class A Common StockF11,F10 | Aug 14, 2017 | S | 11,437 | $170.6636 | D | 748,716 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014 |
| Class A Common StockF12,F13 | Aug 14, 2017 | S | 5,000 | $170.1089 | D | 854,799 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 |
| Class A Common StockF14,F13 | Aug 14, 2017 | S | 9,662 | $170.6981 | D | 845,137 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 |
| Class A Common StockF1 | Aug 15, 2017 | C | 58,522 | $0.00 | A | 58,522 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF15,F1 | Aug 15, 2017 | S | 47,460 | $170.8035 | D | 11,062 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF16,F1 | Aug 15, 2017 | S | 11,062 | $171.1863 | D | 0 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF5 | Aug 15, 2017 | C | 36,575 | $0.00 | A | 36,575 | I | By CZI Holdings, LLC |
| Class A Common StockF17,F5 | Aug 15, 2017 | S | 29,575 | $170.7984 | D | 7,000 | I | By CZI Holdings, LLC |
| Class A Common StockF18,F5 | Aug 15, 2017 | S | 7,000 | $171.2103 | D | 0 | I | By CZI Holdings, LLC |
| Class A Common StockF19,F10 | Aug 15, 2017 | S | 13,781 | $170.8266 | D | 734,935 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014 |
| Class A Common StockF20,F10 | Aug 15, 2017 | S | 851 | $171.2552 | D | 734,084 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014 |
| Class A Common StockF21,F13 | Aug 15, 2017 | S | 13,345 | $170.8354 | D | 831,792 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 |
| Class A Common StockF22,F13 | Aug 15, 2017 | S | 1,285 | $171.2569 | D | 830,507 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 |
| Class A Common StockF23 | 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 StockF24,F1 | — | Aug 14, 2017 | C | 58,648 | D | — | — | Class A Common Stock | 58,648 | 2,886,028 | I |
| Class B Common StockF24,F5 | — | Aug 14, 2017 | C | 36,653 | D | — | — | Class A Common Stock | 36,653 | 401,060,924 | I |
| Class B Common StockF24,F1 | — | Aug 15, 2017 | C | 58,522 | D | — | — | Class A Common Stock | 58,522 | 2,827,506 | I |
| Class B Common StockF24,F5 | — | Aug 15, 2017 | C | 36,575 | D | — | — | Class A Common Stock | 36,575 | 401,024,349 | I |
| Class B Common StockF24,F23 | — | 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").
- F10Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 2, dated 5/8/2014.
- F11The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $170.35 to $171.00 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $169.46 to $170.45 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.
- F13Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 3, 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 $170.46 to $170.99 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.
- F15The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $170.10 to $171.09 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.
- F16The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $171.10 to $171.43 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.
- F17The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $170.09 to $171.08 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.
- F18The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $171.115 to $171.43 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.
- F19The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $170.18 to $171.17 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 $171.18 to $171.4750 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 $170.16 to $171.15 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.
- F22The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $171.16 to $171.4550 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.
- F23Shares held of record by Mark Zuckerberg, Trustee of the 2006 Trust.
- F24The 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.
- F3The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $169.32 to $170.31 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.
- F4The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $170.32 to $171.00 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.
- F5Shares 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.
- F6The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $169.32 to $170.29 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.
- F7The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $170.32 to $171.01 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 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.
- F9The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $169.33 to $170.30 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.