SEC Form 4 · accession 0001127602-18-007407
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
Feb 15, 2018
Accepted (ET)
Feb 20, 2018 · 9:14 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 | Feb 15, 2018 | C | 26,940 | $0.00 | A | 26,940 | I | The Clover Irrevocable Nonexempt Trust u/a/d 6/27/11 |
| Class A Common StockF4,F2 | Feb 15, 2018 | S | 5,350 | $177.8425 | D | 21,590 | I | The Clover Irrevocable Nonexempt Trust u/a/d 6/27/11 |
| Class A Common StockF5,F2 | Feb 15, 2018 | S | 13,752 | $178.866 | D | 7,838 | I | The Clover Irrevocable Nonexempt Trust u/a/d 6/27/11 |
| Class A Common StockF6,F2 | Feb 15, 2018 | S | 7,238 | $179.6051 | D | 600 | I | The Clover Irrevocable Nonexempt Trust u/a/d 6/27/11 |
| Class A Common StockF7,F2 | Feb 15, 2018 | S | 600 | $180.37 | D | 0 | I | The Clover Irrevocable Nonexempt Trust u/a/d 6/27/11 |
| Class A Common StockF8 | Feb 15, 2018 | C | 86,584 | $0.00 | A | 468,105 | D | |
| Class A Common StockF9 | Feb 15, 2018 | F | 42,929 | $179.52 | D | 425,176 | D | |
| Class A Common StockF8 | Feb 15, 2018 | C | 34,122 | $0.00 | A | 459,298 | D | |
| Class A Common StockF9 | Feb 15, 2018 | F | 16,918 | $179.52 | D | 442,380 | D | |
| Class A Common Stock | Feb 15, 2018 | M | 26,847 | $0.00 | A | 469,227 | D | |
| Class A Common StockF9 | Feb 15, 2018 | F | 13,311 | $179.52 | D | 455,916 | D | |
| Class A Common Stock | Feb 15, 2018 | M | 10,023 | $0.00 | A | 465,939 | D | |
| Class A Common StockF9 | Feb 15, 2018 | F | 4,970 | $179.52 | D | 460,969 | D | |
| Class A Common Stock | Feb 15, 2018 | M | 8,254 | $0.00 | A | 469,223 | D | |
| Class A Common StockF9 | Feb 15, 2018 | F | 4,093 | $179.52 | D | 465,130 | D | |
| Class A Common StockF10 | holding | — | — | — | 30,121 | I | By The Erin Hoffmann 2017 Annuity Trust U/A/D 6/29/2017 | |
| Class A Common StockF11 | holding | — | — | — | 391,998 | I | By The HS Trust U/A/D 9/28/2011 | |
| Class A Common StockF12 | 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)F2,F13,F14 | $1.854 | Feb 15, 2018 | M | 26,940 | D | — | Jan 11, 2019 | Class B Common Stock | 26,940 | 0 | I |
| Class B Common StockF14,F2 | — | Feb 15, 2018 | M | 26,940 | A | — | — | Class A Common Stock | 26,940 | 26,940 | I |
| Class B Common StockF14,F15,F2 | — | Feb 15, 2018 | C | 26,940 | D | — | — | Class A Common Stock | 26,940 | 0 | I |
| Restricted Stock Unit (RSU) (Class B)F16,F17,F14 | — | Feb 15, 2018 | M | 86,584 | D | — | Aug 25, 2020 | Class B Common Stock | 86,584 | 86,584 | D |
| Class B Common StockF14 | — | Feb 15, 2018 | M | 86,584 | A | — | — | Class A Common Stock | 86,584 | 86,584 | D |
| Class B Common StockF14,F15 | — | Feb 15, 2018 | C | 86,584 | D | — | — | Class A Common Stock | 86,584 | 0 | D |
| Restricted Stock Unit (RSU) (Class B)F16,F18,F14 | — | Feb 15, 2018 | M | 34,122 | D | — | May 2, 2022 | Class B Common Stock | 34,122 | 68,245 | D |
| Class B Common StockF14 | — | Feb 15, 2018 | M | 34,122 | A | — | — | Class A Common Stock | 34,122 | 34,122 | D |
| Class B Common StockF14,F15 | — | Feb 15, 2018 | C | 34,122 | D | — | — | Class A Common Stock | 34,122 | 0 | D |
| Restricted Stock Units (RSU) (Class A)F19,F20 | — | Feb 15, 2018 | M | 26,847 | D | — | May 5, 2023 | Class A Common Stock | 26,847 | 402,706 | D |
| Restricted Stock Units (RSU) (Class A)F19,F21 | — | Feb 15, 2018 | M | 10,023 | D | — | Mar 16, 2024 | Class A Common Stock | 10,023 | 80,180 | D |
| Restricted Stock Units (RSU) (Class A)F19,F22 | — | Feb 15, 2018 | M | 8,254 | D | — | Mar 15, 2025 | Class A Common Stock | 8,254 | 99,053 | 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.
- F10Shares 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.
- F11Shares held of record by Michael Schroepfer and Erin Hoffmann, Co-Trustees of The HS Trust U/A/D 9/28/2011.
- F12Shares 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.
- F13The option was 100% vested on August 13, 2013.
- F14The 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.
- F15The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.
- F16Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.
- F17The 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.
- F18The RSUs vest as to 1/16th of the total shares quarterly, beginning on November 15, 2014, subject to continued service through each vesting date.
- F19Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.
- F2Shares held of record by Michael T. Schroepfer and Erin Hoffmann, Co-Trustees of The Clover Irrevocable Nonexempt Trust U/A/D 6/27/11.
- F20The RSUs vest as to 1/16th of the total shares quarterly, beginning on November 15, 2017, subject to continued service through each vesting date.
- F21The RSUs vest as to 1/16th of the total shares quarterly, beginning on May 15, 2016, subject to continued service through each vesting date.
- F22The RSUs vest as to 1/16th of the total shares quarterly, beginning on May 15, 2017, subject to continued service through each vesting date.
- 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 $177.32 to $178.22 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.
- F5The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.33 to $179.32 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.
- F6The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $179.35 to $180.30 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 $180.35 to $180.38 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.
- F8Represents 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.
- F9Represents 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.