SEC Form 4 · accession 0001127602-18-018005
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
May 15, 2018
Accepted (ET)
May 17, 2018 · 8:50 pm EDT
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 | May 15, 2018 | C | 86,584 | $0.00 | A | 551,714 | D | |
| Class A Common StockF2 | May 15, 2018 | F | 42,929 | $186.64 | D | 508,785 | D | |
| Class A Common Stock | May 15, 2018 | M | 26,847 | $0.00 | A | 535,632 | D | |
| Class A Common StockF2 | May 15, 2018 | F | 13,311 | $186.64 | D | 522,321 | D | |
| Class A Common Stock | May 15, 2018 | M | 10,022 | $0.00 | A | 532,343 | D | |
| Class A Common StockF2 | May 15, 2018 | F | 4,969 | $186.64 | D | 527,374 | D | |
| Class A Common Stock | May 15, 2018 | M | 8,254 | $0.00 | A | 535,628 | D | |
| Class A Common StockF2 | May 15, 2018 | F | 4,093 | $186.64 | D | 531,535 | D | |
| Class A Common StockF1 | May 15, 2018 | C | 34,122 | $0.00 | A | 565,657 | D | |
| Class A Common StockF2 | May 15, 2018 | F | 16,918 | $186.64 | D | 548,739 | D | |
| Class A Common StockF3 | holding | — | — | — | 30,121 | I | By The Erin Hoffmann 2017 Annuity Trust U/A/D 6/29/2017 | |
| Class A Common StockF4,F5 | holding | — | — | — | 476,595 | I | By The HS Trust U/A/D 9/28/2011 | |
| Class A Common StockF6 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Unit (RSU) (Class B)F7,F8,F9 | — | May 15, 2018 | M | 86,584 | D | — | Aug 25, 2020 | Class B Common Stock | 86,584 | 0 | D |
| Class B Common StockF9 | — | May 15, 2018 | M | 86,584 | A | — | — | Class A Common Stock | 86,584 | 86,584 | D |
| Class B Common StockF10,F9 | — | May 15, 2018 | C | 86,584 | D | — | — | Class A Common Stock | 86,584 | 0 | D |
| Restricted Stock Units (RSU) (Class A)F11,F12 | — | May 15, 2018 | M | 26,847 | D | — | May 5, 2023 | Class A Common Stock | 26,847 | 375,859 | D |
| Restricted Stock Units (RSU) (Class A)F11,F13 | — | May 15, 2018 | M | 10,022 | D | — | Mar 16, 2024 | Class A Common Stock | 10,022 | 70,158 | D |
| Restricted Stock Units (RSU) (Class A)F11,F14 | — | May 15, 2018 | M | 8,254 | D | — | Mar 15, 2025 | Class A Common Stock | 8,254 | 90,799 | D |
| Restricted Stock Unit (RSU) (Class B)F7,F15,F9 | — | May 15, 2018 | M | 34,122 | D | — | May 2, 2022 | Class B Common Stock | 34,122 | 34,123 | D |
| Class B Common StockF9 | — | May 15, 2018 | M | 34,122 | A | — | — | Class A Common Stock | 34,122 | 34,122 | D |
| Class B Common StockF10,F9 | — | May 15, 2018 | C | 34,122 | D | — | — | Class A Common Stock | 34,122 | 0 | D |
Explanation of responses
- F1Represents 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 RSUs listed in Table II.
- F10The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.
- F11Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.
- F12The RSUs vest as to 1/16th of the total shares quarterly, beginning on November 15, 2017, subject to continued service through each vesting date.
- F13The RSUs vest as to 1/16th of the total shares quarterly, beginning on May 15, 2016, subject to continued service through each vesting date.
- F14The RSUs vest as to 1/16th of the total shares quarterly, beginning on May 15, 2017, subject to continued service through each vesting date.
- F15The RSUs vest as to 1/16th of the total shares quarterly, beginning on November 15, 2014, subject to continued service through each vesting date.
- F2Represents 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.
- F3Shares 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.
- F4The total reported in Column 5 has been adjusted to correct an inadvertent understatement of total holdings by 28,213 shares in the Form 4 filed on May 10, 2018.
- F5Shares held of record by Michael Schroepfer and Erin Hoffmann, Co-Trustees of The HS Trust U/A/D 9/28/2011.
- F6Shares 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.
- F7Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.
- F8The 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.
- F9The 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.