SEC Form 4 · accession 0001127602-17-034430
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
Dec 7, 2017
Accepted (ET)
Dec 11, 2017 · 9:10 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 | Dec 7, 2017 | C | 56,046 | $0.00 | A | 10,356,046 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF3,F1 | Dec 7, 2017 | S | 4,200 | $176.5935 | D | 10,351,846 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF4,F1 | Dec 7, 2017 | S | 11,650 | $177.2696 | D | 10,340,196 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF5,F1 | Dec 7, 2017 | S | 25,464 | $178.6347 | D | 10,314,732 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF6,F1 | Dec 7, 2017 | S | 12,207 | $179.3667 | D | 10,302,525 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF7,F1 | Dec 7, 2017 | S | 2,525 | $180.0702 | D | 10,300,000 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF8,F9 | Dec 7, 2017 | S | 4,155 | $176.779 | D | 325,928 | I | By CZI Holdings, LLC |
| Class A Common StockF10,F9 | Dec 7, 2017 | S | 5,679 | $177.3499 | D | 320,249 | I | By CZI Holdings, LLC |
| Class A Common StockF11,F9 | Dec 7, 2017 | S | 17,126 | $178.6689 | D | 303,123 | I | By CZI Holdings, LLC |
| Class A Common StockF12,F9 | Dec 7, 2017 | S | 7,139 | $179.5489 | D | 295,984 | I | By CZI Holdings, LLC |
| Class A Common StockF13,F9 | Dec 7, 2017 | S | 925 | $180.1395 | D | 295,059 | I | By CZI Holdings, LLC |
| Class A Common StockF15,F16 | Dec 7, 2017 | S | 1,300 | $176.5904 | D | 530,940 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014 |
| Class A Common StockF17,F16 | Dec 7, 2017 | S | 2,800 | $177.34 | D | 528,140 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014 |
| Class A Common StockF18,F16 | Dec 7, 2017 | S | 7,669 | $178.709 | D | 520,471 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014 |
| Class A Common StockF19,F16 | Dec 7, 2017 | S | 2,134 | $179.6379 | D | 518,337 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014 |
| Class A Common StockF20,F16 | Dec 7, 2017 | S | 111 | $180.2978 | D | 518,226 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014 |
| Class A Common StockF21,F22 | Dec 7, 2017 | S | 1,300 | $176.5919 | D | 627,340 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 |
| Class A Common StockF23,F22 | Dec 7, 2017 | S | 2,800 | $177.3375 | D | 624,540 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 |
| Class A Common StockF24,F22 | Dec 7, 2017 | S | 7,670 | $178.7095 | D | 616,870 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 |
| Class A Common StockF25,F22 | Dec 7, 2017 | S | 2,233 | $179.608 | D | 614,637 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 |
| Class A Common StockF22 | Dec 7, 2017 | S | 11 | $180.29 | D | 614,626 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 |
| Class A Common StockF26 | 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 StockF27,F1 | — | Dec 7, 2017 | C | 56,046 | D | — | — | Class A Common Stock | 56,046 | 1,964,052 | I |
| Class B Common StockF27,F9 | — | holding | — | — | — | — | — | Class A Common Stock | 388,888,744 | 388,888,744 | I |
| Class B Common StockF27,F28 | — | holding | — | — | — | — | — | Class A Common Stock | 5,676,058 | 5,676,058 | 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.
- F10The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $177.05 to $177.99 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.
- F11The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.07 to $179.05 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 $179.08 to $180.01 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.
- F13The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $180.09 to $180.345 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 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.
- F15The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $176.02 to $176.97 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.
- F16Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 2, 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 $177.03 to $178.00 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.
- F18The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.225 to $179.16 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 $179.27 to $180.22 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 $180.295 to $180.335 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 $176.02 to $176.97 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.
- F22Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 3, dated 5/8/2014.
- F23The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $177.03 to $178.00 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.
- F24The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.245 to $179.23 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 $179.29 to $180.21 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.
- F26Shares 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.
- F27The 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.
- F28Shares 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 $175.98 to $176.96 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 $176.98 to $177.96 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 $177.98 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.
- F6The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $179.00 to $179.95 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.
- F7The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $180.00 to $180.245 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 $176.05 to $177.03 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.
- F9Shares 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.