SEC Form 4 · accession 0001127602-17-032513
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
Nov 14, 2017
Accepted (ET)
Nov 16, 2017 · 8:15 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 14, 2017 | C | 56,110 | $0.00 | A | 10,356,110 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF3,F1 | Nov 14, 2017 | S | 22,430 | $177.8761 | D | 10,333,680 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF4,F1 | Nov 14, 2017 | S | 33,680 | $178.4477 | D | 10,300,000 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF5,F6 | Nov 14, 2017 | S | 18,874 | $177.9834 | D | 449,692 | I | By CZI Holdings, LLC |
| Class A Common StockF7,F6 | Nov 14, 2017 | S | 16,195 | $178.4956 | D | 433,497 | I | By CZI Holdings, LLC |
| Class A Common StockF9,F10 | Nov 14, 2017 | S | 6,866 | $177.9589 | D | 580,767 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014 |
| Class A Common StockF11,F10 | Nov 14, 2017 | S | 7,159 | $178.5214 | D | 573,608 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014 |
| Class A Common StockF12,F13 | Nov 14, 2017 | S | 5,729 | $177.9067 | D | 678,301 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 |
| Class A Common StockF14,F13 | Nov 14, 2017 | S | 8,297 | $178.4691 | D | 670,004 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 |
| Class A Common StockF1 | Nov 15, 2017 | C | 56,230 | $0.00 | A | 10,356,230 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF15,F1 | Nov 15, 2017 | S | 14,205 | $177.096 | D | 10,342,025 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF16,F1 | Nov 15, 2017 | S | 41,125 | $178.0796 | D | 10,300,900 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF17,F1 | Nov 15, 2017 | S | 900 | $178.5033 | D | 10,300,000 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF18,F6 | Nov 15, 2017 | S | 9,702 | $177.11 | D | 423,795 | I | By CZI Holdings, LLC |
| Class A Common StockF19,F6 | Nov 15, 2017 | S | 25,442 | $178.1157 | D | 398,353 | I | By CZI Holdings, LLC |
| Class A Common StockF20,F10 | Nov 15, 2017 | S | 3,916 | $177.0859 | D | 569,692 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014 |
| Class A Common StockF21,F10 | Nov 15, 2017 | S | 10,139 | $178.1591 | D | 559,553 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014 |
| Class A Common StockF22,F13 | Nov 15, 2017 | S | 3,900 | $177.0872 | D | 666,104 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 |
| Class A Common StockF23,F13 | Nov 15, 2017 | S | 10,156 | $178.1393 | D | 655,948 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 |
| Class A Common StockF24 | holding | — | — | — | 100,100 | I | By Chan Zuckerberg Advocacy |
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 StockF25,F1 | — | Nov 14, 2017 | C | 56,110 | D | — | — | Class A Common Stock | 56,110 | 2,185,575 | I |
| Class B Common StockF25,F1 | — | Nov 15, 2017 | C | 56,230 | D | — | — | Class A Common Stock | 56,230 | 2,129,345 | I |
| Class B Common StockF25,F26 | — | holding | — | — | — | — | — | Class A Common Stock | 5,676,058 | 5,676,058 | I |
| Class B Common StockF25,F6 | — | holding | — | — | — | — | — | Class A Common Stock | 388,888,744 | 388,888,744 | I |
Explanation of responses
- F1Shares held of record by Mark Zuckerberg, Trustee and Settlor of the Chan Zuckerberg Foundation ("CZ Foundation"). The reporting person is deemed to have voting and investment power over the shares held by CZ Foundation, but has no pecuniary interest in these shares.
- 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 $178.34 to $178.87 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.
- F12The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $177.24 to $178.225 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 $178.25 to $178.95 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 $176.46 to $177.44 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 $177.46 to $178.45 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 $178.48 to $178.52 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 $176.56 to $177.54 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 $177.56 to $178.51 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 $176.58 to $177.52 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 $177.63 to $178.51 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 $176.58 to $177.50 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 $177.58 to $178.55 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.
- F24Shares held of record by Chan Zuckerberg Advocacy. The reporting person is deemed to have voting and investment power over the shares held by Chan Zuckerberg Advocacy, but has no pecuniary interest in these shares.
- F25The 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.
- F26Shares held of record by Mark Zuckerberg, Trustee of the 2006 Trust.
- F3The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $177.21 to $178.20 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 $178.21 to $178.97 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 $177.33 to $178.32 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.
- 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 $178.33 to $178.92 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 $177.33 to $178.31 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.