SEC Form 4 · accession 0001127602-18-007405

Meta Platforms, Inc. · META

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Jan Koum

Director

Period of report

Feb 15, 2018

Accepted (ET)

Feb 20, 2018 · 9:13 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 Stock^F2	Feb 13, 2018	J	1,168,777	$0.00	D	934,766	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 Stock^F3	Feb 13, 2018	J	1,168,777	$0.00	A	4,248,339	I	By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004
Class A Common Stock^F2	Feb 13, 2018	J	934,766	$0.00	D	0	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 Stock^F5	Feb 13, 2018	J	934,766	$0.00	A	5,269,287	I	By BNY Mellon Trust of Delaware, Trustee of The Jan Koum Family Trust II U/A/D 2/4/2015
Class A Common Stock^F3	Feb 15, 2018	M	2,485,347	$0.00	A	6,733,686	I	By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004
Class A Common Stock^F6,F3	Feb 15, 2018	F	1,231,441	$179.52	D	5,502,245	I	By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004
Class A Common Stock^F8,F3	Feb 20, 2018	S	371,500	$175.6494	D	5,130,745	I	By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004
Class A Common Stock^F9,F3	Feb 20, 2018	S	580,736	$176.5977	D	4,550,009	I	By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004
Class A Common Stock^F10,F3	Feb 20, 2018	S	301,670	$177.4104	D	4,248,339	I	By Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004
Class A Common Stock^F11	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)^F12,F13	—	Feb 15, 2018	M	2,485,347	D	—	Nov 16, 2024	Class A Common Stock	2,485,347	7,041,816	D

Explanation of responses

F1Represents a transfer of shares from Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VIII U/A/D 1/29/2016 to Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004. The reporting person remains the beneficial owner of all of the shares after the transfer.
F10The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $177.12 to $177.95 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.
F11Shares 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.
F12Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.
F13The 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.
F2Shares 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.
F3Shares held of record by Jan Koum, Trustee of The Butterfly Trust U/A/D 1/20/2004.
F4Represents a transfer of shares from Jan Koum and BNY Mellon Trust of Delaware, Co-Trustees of The Jan Koum Trust VIII U/A/D 1/29/2016 to Jan Koum and BNY Mellon Trust of Delaware, Trustee of The Jan Koum FamilyTrust II U/A/D 2/4/2015. The reporting person remains the beneficial owner of all of the shares after the transfer.
F5Shares 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.
F6Represents 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.
F7The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the holder.
F8The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $175.115 to $176.11 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 $176.115 to $177.11 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.