SEC Form 4 · accession 0001127602-17-025978
Meta Platforms, Inc. · META
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jan Koum
Director
Period of report
Aug 15, 2017
Accepted (ET)
Aug 17, 2017 · 8:27 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 StockF2 | Aug 10, 2017 | J | 1,110,879 | $0.00 | D | 1,126,044 | I | By Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VI U/A/D 8/5/2015 |
| Class A Common StockF3 | Aug 10, 2017 | J | 1,110,879 | $0.00 | A | 9,501,833 | I | By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 |
| Class A Common StockF5 | Aug 10, 2017 | J | 1,126,044 | $0.00 | A | 3,451,985 | I | By BNY Mellon Trust of Delaware, Trustee of The Jan Koum Family Trust II U/A/D 2/4/2015 |
| Class A Common StockF2 | Aug 10, 2017 | J | 1,126,044 | $0.00 | D | 0 | I | By Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VI U/A/D 8/5/2015 |
| Class A Common StockF3 | Aug 15, 2017 | M | 1,242,673 | $0.00 | A | 10,744,506 | I | By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 |
| Class A Common StockF6,F3 | Aug 15, 2017 | F | 648,427 | $170.75 | D | 10,096,079 | I | By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 |
| Class A Common StockF8,F3 | Aug 16, 2017 | S | 2,259,000 | $170.0535 | D | 7,837,079 | I | By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 |
| Class A Common StockF9,F3 | Aug 16, 2017 | S | 688,985 | $170.5287 | D | 7,148,094 | I | By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 |
| Class A Common StockF10,F3 | Aug 16, 2017 | S | 5,507 | $171.2825 | D | 7,142,587 | I | By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 |
| Class A Common StockF11 | holding | — | — | — | 2,060,265 | I | By Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VII U/A/D 10/20/2015 | |
| Class A Common StockF12 | holding | — | — | — | 2,103,543 | I | By Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VIII U/A/D 1/29/2016 | |
| Class A Common StockF13 | holding | — | — | — | 1,314,746 | I | By Jan Koum, Trustee of The Jan Koum Family Trust U/A/D 4/29/2014 | |
| Class A Common StockF14 | holding | — | — | — | 2,242,880 | I | By Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust IX U/A/D 4/13/2016 |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Units (RSU) (Class A)F15,F16 | — | Aug 15, 2017 | M | 1,242,673 | D | — | Nov 16, 2024 | Class A Common Stock | 1,242,673 | 10,769,837 | D |
Explanation of responses
- F1Represents a transfer of shares from Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VI U/A/D 8/5/2015 to Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004. The reporting person remains the beneficial owner of all of the shares after the transfer.
- F10The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $171.265 to $171.32 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.
- F11Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VII U/A/D 10/20/2015.
- F12Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VIII U/A/D 1/29/2016.
- F13Shares held of record by Jan Koum, Trustee of The Jan Koum Family Trust U/A/D 4/29/2014. The reporting person exercises voting and dispositive powers over these shares, but has no pecuniary interest in these shares.
- F14Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust IX U/A/D 4/13/2016.
- F15Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.
- F16The RSUs vest as to (a) 13/60th of the total shares on November 15, 2015, (b) 1/20th of the total shares each quarter thereafter through November 15, 2017, (c) 2/20th of the total shares on each of February 15, 2018, May 15, 2018 and August 15, 2018 and (d) the final 5/60th of the total shares on November 15, 2018; provided, however, that in the event of the reporting person's termination of employment with the issuer under certain circumstances, all of the reporting person's then unvested RSUs shall vest as of the date of such termination of employment.
- F2Shares held of record by Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VI U/A/D 8/5/2015.
- F3Shares held of record by Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004.
- F4Represents a transfer of shares from Jan Koum & BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VI U/A/D 8/5/2015 to BNY Mellon Trust of Delaware TR of The Jan Koum Family Trust II U/A/D 2/4/2015.
- F5Shares held of record by BNY Mellon Trust of Delaware, Trustee of The Jan Koum Family Trust II U/A/D 2/4/2015. The reporting person exercises voting and dispositive powers over these shares, but has no pecuniary interest in these shares.
- F6Represents the number of shares of Class A Common Stock that have been withheld by the issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the Restricted Stock Units ("RSUs") listed in Table II and does not represent a sale by the reporting person.
- F7The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the holder.
- F8The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $169.26 to $170.2550 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.
- F9The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $170.26 to $171.25 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.