SEC Form 4 · accession 0001127602-17-026681

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 25, 2017

Accepted (ET)

Aug 29, 2017 · 7:31 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 Stock^F1	Aug 25, 2017	C	59,916	$0.00	A	59,916	I	By Chan Zuckerberg Foundation
Class A Common Stock^F3,F1	Aug 25, 2017	S	41,018	$166.611	D	18,898	I	By Chan Zuckerberg Foundation
Class A Common Stock^F4,F1	Aug 25, 2017	S	18,798	$167.5242	D	100	I	By Chan Zuckerberg Foundation
Class A Common Stock^F1	Aug 25, 2017	S	100	$168.26	D	0	I	By Chan Zuckerberg Foundation
Class A Common Stock^F5	Aug 25, 2017	C	37,447	$0.00	A	37,447	I	By CZI Holdings, LLC
Class A Common Stock^F6,F5	Aug 25, 2017	S	25,941	$166.6218	D	11,506	I	By CZI Holdings, LLC
Class A Common Stock^F7,F5	Aug 25, 2017	S	11,506	$167.5266	D	0	I	By CZI Holdings, LLC
Class A Common Stock^F9,F10	Aug 25, 2017	S	10,978	$166.656	D	723,106	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014
Class A Common Stock^F11,F10	Aug 25, 2017	S	4,000	$167.5888	D	719,106	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014
Class A Common Stock^F12,F13	Aug 25, 2017	S	14,274	$166.6021	D	816,233	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014
Class A Common Stock^F14,F13	Aug 25, 2017	S	727	$167.5827	D	815,506	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014
Class A Common Stock^F1	Aug 28, 2017	C	59,852	$0.00	A	59,852	I	By Chan Zuckerberg Foundation
Class A Common Stock^F15,F1	Aug 28, 2017	S	50,004	$166.9905	D	9,848	I	By Chan Zuckerberg Foundation
Class A Common Stock^F16,F1	Aug 28, 2017	S	9,848	$167.5103	D	0	I	By Chan Zuckerberg Foundation
Class A Common Stock^F5	Aug 28, 2017	C	37,408	$0.00	A	37,408	I	By CZI Holdings, LLC
Class A Common Stock^F17,F5	Aug 28, 2017	S	32,758	$167.0079	D	4,650	I	By CZI Holdings, LLC
Class A Common Stock^F18,F5	Aug 28, 2017	S	4,650	$167.5324	D	0	I	By CZI Holdings, LLC
Class A Common Stock^F19,F10	Aug 28, 2017	S	12,561	$167.014	D	706,545	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014
Class A Common Stock^F20,F10	Aug 28, 2017	S	2,400	$167.505	D	704,145	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014
Class A Common Stock^F21,F13	Aug 28, 2017	S	12,562	$167.0089	D	802,944	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014
Class A Common Stock^F22,F13	Aug 28, 2017	S	2,400	$167.5032	D	800,544	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014
Class A Common Stock^F23	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 Stock^F24,F1	—	Aug 25, 2017	C	59,916	D	—	—	Class A Common Stock	59,916	2,767,590	I
Class B Common Stock^F24,F5	—	Aug 25, 2017	C	37,447	D	—	—	Class A Common Stock	37,447	400,986,902	I
Class B Common Stock^F24,F1	—	Aug 28, 2017	C	59,852	D	—	—	Class A Common Stock	59,852	2,707,738	I
Class B Common Stock^F24,F5	—	Aug 28, 2017	C	37,408	D	—	—	Class A Common Stock	37,408	400,949,494	I
Class B Common Stock^F24,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 $167.34 to $168.05 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.
F12The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $166.24 to $167.19 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.
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 $167.26 to $168.035 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.
F15The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $166.38 to $167.37 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.
F16The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $167.39 to $167.67 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.
F17The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $166.44 to $167.43 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.
F18The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $167.44 to $167.66 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.
F19The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $166.42 to $167.41 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.
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 $167.42 to $167.64 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.
F21The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $166.42 to $167.41 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.
F22The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $167.42 to $167.63 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.
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 $166.18 to $167.17 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 $167.18 to $168.11 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.
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 $166.23 to $167.19 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.
F7The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $167.23 to $168.055 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 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 $166.30 to $167.29 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.