SEC Form 4 · accession 0001127602-17-032514
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
Nov 14, 2017
Accepted (ET)
Nov 16, 2017 · 8:17 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,F2 | Nov 14, 2017 | C | 66,256 | $0.00 | A | 345,382 | I | By The HS Trust U/A/D 9/28/2011 |
| Class A Common StockF4,F2 | Nov 14, 2017 | S | 18,904 | $178.0165 | D | 326,478 | I | By The HS Trust U/A/D 9/28/2011 |
| Class A Common StockF5,F2 | Nov 14, 2017 | S | 19,139 | $178.4897 | D | 307,339 | I | By The HS Trust U/A/D 9/28/2011 |
| Class A Common StockF6 | Nov 15, 2017 | C | 86,584 | $0.00 | A | 586,643 | D | |
| Class A Common StockF7 | Nov 15, 2017 | F | 45,180 | $178.07 | D | 541,463 | D | |
| Class A Common StockF6 | Nov 15, 2017 | C | 34,123 | $0.00 | A | 575,586 | D | |
| Class A Common StockF7 | Nov 15, 2017 | F | 17,806 | $178.07 | D | 557,780 | D | |
| Class A Common Stock | Nov 15, 2017 | M | 10,022 | $0.00 | A | 567,802 | D | |
| Class A Common StockF7 | Nov 15, 2017 | F | 5,230 | $178.07 | D | 562,572 | D | |
| Class A Common Stock | Nov 15, 2017 | M | 8,255 | $0.00 | A | 570,827 | D | |
| Class A Common StockF7 | Nov 15, 2017 | F | 4,308 | $178.07 | D | 566,519 | D | |
| Class A Common StockF8 | holding | — | — | — | 30,121 | I | By The Erin Hoffmann 2017 Annuity Trust U/A/D 6/29/2017 | |
| Class A Common StockF9 | holding | — | — | — | 30,121 | I | By The Michael Schroepfer 2017 Annuity Trust U/A/D 6/29/2017 |
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)F12,F10,F11 | $2.954 | Nov 14, 2017 | M | 66,256 | D | — | Aug 18, 2019 | Class B Common Stock | 66,256 | 861,305 | I |
| Class B Common StockF11,F2 | — | Nov 14, 2017 | M | 66,256 | A | — | — | Class A Common Stock | 66,256 | 66,256 | I |
| Class B Common StockF11,F13,F2 | — | Nov 14, 2017 | C | 66,256 | D | — | — | Class A Common Stock | 66,256 | 0 | I |
| Restricted Stock Unit (RSU) (Class B)F14,F15,F11 | — | Nov 15, 2017 | M | 86,584 | D | — | Aug 25, 2020 | Class B Common Stock | 86,584 | 173,168 | D |
| Class B Common StockF11 | — | Nov 15, 2017 | M | 86,584 | A | — | — | Class A Common Stock | 86,584 | 86,584 | D |
| Class B Common StockF11,F13 | — | Nov 15, 2017 | C | 86,584 | D | — | — | Class A Common Stock | 86,584 | 0 | D |
| Restricted Stock Unit (RSU) (Class B)F14,F16,F11 | — | Nov 15, 2017 | M | 34,123 | D | — | May 2, 2022 | Class B Common Stock | 34,123 | 102,367 | D |
| Class B Common StockF11 | — | Nov 15, 2017 | M | 34,123 | A | — | — | Class A Common Stock | 34,123 | 34,123 | D |
| Class B Common StockF11,F13 | — | Nov 15, 2017 | C | 34,123 | D | — | — | Class A Common Stock | 34,123 | 0 | D |
| Restricted Stock Units (RSU) (Class A)F17,F18 | — | Nov 15, 2017 | M | 10,022 | D | — | Mar 16, 2024 | Class A Common Stock | 10,022 | 90,203 | D |
| Restricted Stock Units (RSU) (Class A)F17,F19 | — | Nov 15, 2017 | M | 8,255 | D | — | Mar 15, 2025 | Class A Common Stock | 8,255 | 107,307 | D |
Explanation of responses
- F1Represents the number of shares that were acquired upon the conversion of Class B Common Stock to Class A Common Stock in connection with the exercise of the stock options listed in Table II.
- F10The 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.
- F11The 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.
- F12Options held of record by Michael Schroepfer and Erin Hoffmann, Co-Trustees of The HS Trust U/A/D 9/28/2011.
- F13The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.
- F14Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.
- F15The RSUs were granted with both (a) a liquidity event-based vesting condition and (b) a service-based vesting condition, both of which conditions must be satisfied in order for the RSUs to vest. The liquidity event-based vesting condition was satisfied on November 17, 2012. The service-based vesting condition was satisfied as to 1/16th of the total number of shares on August 15, 2014, after which 1/16th of the total number of shares vest quarterly, subject to continued service through each vesting date.
- F16The RSUs vest as to 1/16th of the total shares quarterly, beginning on November 15, 2014, subject to continued service through each vesting date.
- F17Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.
- F18The RSUs vest as to 1/16th of the total shares quarterly, beginning on May 15, 2016, subject to continued service through each vesting date.
- F19The RSUs vest as to 1/16th of the total shares quarterly, beginning on May 15, 2017, subject to continued service through each vesting date.
- F2Shares held of record by Michael Schroepfer and Erin Hoffmann, Co-Trustees of The HS Trust U/A/D 9/28/2011.
- 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 $177.31 to $178.29 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.
- F5The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.32 to $178.89 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.
- F6Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock in connection with the settlement of the Restricted Stock Units ("RSUs") listed in Table II.
- F7Represents 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 RSUs and does not represent a sale by the reporting person.
- F8Shares 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.
- F9Shares 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.