SEC Form 4 · accession 0001127602-17-029056
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
Sep 29, 2017
Accepted (ET)
Oct 3, 2017 · 7:28 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 | Sep 29, 2017 | C | 58,651 | $0.00 | A | 58,651 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF3,F1 | Sep 29, 2017 | S | 10,230 | $169.559 | D | 48,421 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF4,F1 | Sep 29, 2017 | S | 36,307 | $170.5407 | D | 12,114 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF5,F1 | Sep 29, 2017 | S | 12,114 | $171.1613 | D | 0 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF6 | Sep 29, 2017 | C | 36,657 | $0.00 | A | 36,657 | I | By CZI Holdings, LLC |
| Class A Common StockF7,F6 | Sep 29, 2017 | S | 6,600 | $169.5284 | D | 30,057 | I | By CZI Holdings, LLC |
| Class A Common StockF8,F6 | Sep 29, 2017 | S | 22,642 | $170.5508 | D | 7,415 | I | By CZI Holdings, LLC |
| Class A Common StockF9,F6 | Sep 29, 2017 | S | 7,415 | $171.1893 | D | 0 | I | By CZI Holdings, LLC |
| Class A Common StockF11,F12 | Sep 29, 2017 | S | 2,600 | $169.5121 | D | 643,353 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014 |
| Class A Common StockF13,F12 | Sep 29, 2017 | S | 9,861 | $170.5981 | D | 633,492 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014 |
| Class A Common StockF14,F12 | Sep 29, 2017 | S | 2,200 | $171.2944 | D | 631,292 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014 |
| Class A Common StockF15,F16 | Sep 29, 2017 | S | 2,600 | $169.4429 | D | 739,752 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 |
| Class A Common StockF17,F16 | Sep 29, 2017 | S | 8,949 | $170.5424 | D | 730,803 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 |
| Class A Common StockF18,F16 | Sep 29, 2017 | S | 3,115 | $171.1844 | D | 727,688 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 |
| Class A Common StockF1 | Oct 2, 2017 | C | 58,783 | $0.00 | A | 58,783 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF19,F1 | Oct 2, 2017 | S | 28,455 | $169.5556 | D | 30,328 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF20,F1 | Oct 2, 2017 | S | 22,400 | $170.4512 | D | 7,928 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF21,F1 | Oct 2, 2017 | S | 7,628 | $171.1393 | D | 300 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF22,F1 | Oct 2, 2017 | S | 300 | $171.83 | D | 0 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF6 | Oct 2, 2017 | C | 36,733 | $0.00 | A | 36,733 | I | By CZI Holdings, LLC |
| Class A Common StockF23,F6 | Oct 2, 2017 | S | 17,398 | $169.5655 | D | 19,335 | I | By CZI Holdings, LLC |
| Class A Common StockF24,F6 | Oct 2, 2017 | S | 15,634 | $170.5103 | D | 3,701 | I | By CZI Holdings, LLC |
| Class A Common StockF25,F6 | Oct 2, 2017 | S | 3,701 | $171.3087 | D | 0 | I | By CZI Holdings, LLC |
| Class A Common StockF26,F12 | Oct 2, 2017 | S | 7,069 | $169.5889 | D | 624,223 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014 |
| Class A Common StockF27,F12 | Oct 2, 2017 | S | 6,220 | $170.6064 | D | 618,003 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014 |
| Class A Common StockF28,F12 | Oct 2, 2017 | S | 1,400 | $171.4064 | D | 616,603 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014 |
| Class A Common StockF29,F16 | Oct 2, 2017 | S | 7,439 | $169.6106 | D | 720,249 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 |
| Class A Common StockF30,F16 | Oct 2, 2017 | S | 5,850 | $170.627 | D | 714,399 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 |
| Class A Common StockF31,F16 | Oct 2, 2017 | S | 1,400 | $171.4057 | D | 712,999 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 |
| Class A Common StockF32 | 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 StockF33,F1 | — | Sep 29, 2017 | C | 58,651 | D | — | — | Class A Common Stock | 58,651 | 2,416,342 | I |
| Class B Common StockF33,F6 | — | Sep 29, 2017 | C | 36,657 | D | — | — | Class A Common Stock | 36,657 | 400,767,367 | I |
| Class B Common StockF33,F1 | — | Oct 2, 2017 | C | 58,783 | D | — | — | Class A Common Stock | 58,783 | 2,357,559 | I |
| Class B Common StockF33,F6 | — | Oct 2, 2017 | C | 36,733 | D | — | — | Class A Common Stock | 36,733 | 400,730,634 | I |
| Class B Common StockF33,F32 | — | 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").
- F10The 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.
- F11The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $168.855 to $169.84 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.
- F12Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 2, dated 5/8/2014.
- F13The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $169.94 to $170.93 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.
- F14The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $171.03 to $171.61 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 $168.835 to $169.79 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.
- F16Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 3, dated 5/8/2014.
- F17The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $169.87 to $170.85 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 $170.90 to $171.61 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 $168.79 to $169.78 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 10b5-1 trading 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.
- F20The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $169.80 to $170.79 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 $170.80 to $171.77 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 $171.80 to $171.85 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.
- F23The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $168.88 to $169.85 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.
- F24The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $169.91 to $170.89 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.
- F25The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $170.92 to $171.85 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.
- F26The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $169.01 to $169.94 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.
- F27The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $170.05 to $171.02 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.
- F28The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $171.19 to $171.63 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.
- F29The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $169.05 to $170.00 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.
- F3The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $168.835 to $169.81 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.
- F30The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $170.14 to $171.01 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.
- F31The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $171.19 to $171.63 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.
- F32Shares held of record by Mark Zuckerberg, Trustee of the 2006 Trust.
- F33The 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.
- F4The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $169.84 to $170.83 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 $170.84 to $171.62 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.
- F6Shares 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.
- F7The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $168.835 to $169.83 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 $169.85 to $170.845 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 $170.86 to $171.62 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.