SEC Form 4 · accession 0001127602-17-027461
Meta Platforms, Inc. · META
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Todd Schroepfer
Officer — Chief Technology Officer
Period of report
Sep 12, 2017
Accepted (ET)
Sep 14, 2017 · 9:38 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 24, 2017 | G | 30,121 | $0.00 | D | 252,848 | I | By The HS Trust U/A/D 9/28/2011 |
| Class A Common StockF3 | Jul 24, 2017 | G | 30,121 | $0.00 | A | 30,121 | I | By The Michael Schroepfer 2017 Annuity Trust U/A/D 6/29/2017 |
| Class A Common StockF1 | Jul 24, 2017 | G | 30,121 | $0.00 | D | 222,727 | I | By The HS Trust U/A/D 9/28/2011 |
| Class A Common StockF4 | Jul 24, 2017 | G | 30,121 | $0.00 | A | 30,121 | I | By The Erin Hoffmann 2017 Annuity Trust U/A/D 6/29/2017 |
| Class A Common Stock | Aug 18, 2017 | G | 125,093 | $0.00 | D | 533,937 | D | |
| Class A Common Stock | Aug 18, 2017 | G | 62,547 | $0.00 | D | 471,390 | D | |
| Class A Common StockF1 | Sep 12, 2017 | C | 66,256 | $0.00 | A | 288,983 | I | By The HS Trust U/A/D 9/28/2011 |
| Class A Common StockF7,F1 | Sep 12, 2017 | S | 32,144 | $172.5105 | D | 256,839 | I | By The HS Trust U/A/D 9/28/2011 |
| Class A Common StockF8,F1 | Sep 12, 2017 | S | 5,911 | $173.069 | D | 250,928 | I | By The HS Trust U/A/D 9/28/2011 |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy Class B Common Stock)F2,F11,F9,F10 | $2.954 | Sep 12, 2017 | M | 66,256 | D | — | Aug 18, 2019 | Class B Common Stock | 66,256 | 993,817 | I |
| Class B Common StockF10,F1 | — | Sep 12, 2017 | M | 66,256 | A | — | — | Class A Common Stock | 66,256 | 66,256 | I |
| Class B Common StockF10,F12,F1 | — | Sep 12, 2017 | C | 66,256 | D | — | — | Class A Common Stock | 66,256 | 0 | I |
| Stock Option (Right to Buy Class B Common Stock)F14,F13,F10 | $1.854 | holding | — | — | — | — | Jan 11, 2019 | Class B Common Stock | 26,940 | 26,940 | I |
Explanation of responses
- F1Shares held of record by Michael Schroepfer and Erin Hoffmann, Co-Trustees of The HS Trust U/A/D 9/28/2011.
- 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.
- F11Options held of record by Michael Schroepfer and Erin Hoffmann, Co-Trustees of The HS Trust U/A/D 9/28/2011.
- F12The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.
- F13The option was 100% vested on August 13, 2013.
- F14Shares held of record by Michael T. Schroepfer and Erin Hoffmann, Co-Trustees of The Clover Irrevocable Nonexempt Trust U/A/D 6/27/11.
- F2Previously reported as held directly by the reporting person.
- F3Shares held of record by Michael Schroepfer, Trustee of The Michael Schroepfer 2017 Annuity Trust U/A/D 6/29/2017, a grantor retained annuity trust for the benefit of the reporting person.
- F4Shares held of record by Erin Hoffmann, Trustee of The Erin Hoffmann 2017 Annuity Trust U/A/D 6/29/2017, a grantor retained annuity trust for the benefit of the reporting person's spouse.
- F5Represents shares of Class A Common Stock that the reporting person donated as a gift to a charitable entity.
- F6The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the holder.
- F7The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $171.88 to $172.87 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $172.88 to $173.56 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 option vested as to 1/5th of the total shares on July 15, 2010, after which 1/60th of the total shares vest monthly, subject to continued service through each vesting date. In connection with certain estate planning transfers, the reporting person transferred vested shares underlying the option to Michael Schroepfer and Erin Hoffman, Co-Trustees of The HS Trust u/a/d 9/28/11.