SEC Form 4 · accession 0001127602-17-032508
Meta Platforms, Inc. · META
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jan Koum
Director
Period of report
Nov 15, 2017
Accepted (ET)
Nov 16, 2017 · 8:08 pm EST
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 | Nov 15, 2017 | M | 1,242,674 | $0.00 | A | 5,144,507 | I | By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 |
| Class A Common StockF2,F1 | Nov 15, 2017 | F | 648,428 | $178.07 | D | 4,496,079 | I | By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 |
| Class A Common StockF4,F1 | Nov 16, 2017 | S | 455,023 | $179.2623 | D | 4,041,056 | I | By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 |
| Class A Common StockF5,F1 | Nov 16, 2017 | S | 139,223 | $179.6297 | D | 3,901,833 | I | By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004 |
| Class A Common StockF6 | holding | — | — | — | 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 StockF7 | 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 StockF8 | 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 StockF9 | holding | — | — | — | 1,314,746 | I | By Jan Koum, Trustee of The Jan Koum Family Trust U/A/D 4/29/2014 | |
| Class A Common StockF10 | 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)F11,F12 | — | Nov 15, 2017 | M | 1,242,674 | D | — | Nov 16, 2024 | Class A Common Stock | 1,242,674 | 9,527,163 | D |
Explanation of responses
- F1Shares held of record by Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004.
- F10Shares 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.
- F11Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.
- F12The 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.
- F2Represents 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.
- F3The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the holder.
- F4The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.55 to $179.545 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 $179.55 to $179.83 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.
- F6Shares 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.
- F7Shares 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.
- F8Shares 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.
- F9Shares 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.