SEC Form 4 · accession 0001127602-18-018319
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
May 17, 2018
Accepted (ET)
May 21, 2018 · 9:29 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 StockF2,F3 | May 17, 2018 | S | 41,849 | $183.0734 | D | 5,842,996 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF4,F3 | May 17, 2018 | S | 50,651 | $183.6306 | D | 5,792,345 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF5 | May 17, 2018 | C | 127,500 | $0.00 | A | 127,500 | I | By CZI Holdings, LLC |
| Class A Common StockF6,F5 | May 17, 2018 | S | 40,937 | $182.972 | D | 86,563 | I | By CZI Holdings, LLC |
| Class A Common StockF7,F5 | May 17, 2018 | S | 86,563 | $183.5773 | D | 0 | I | By CZI Holdings, LLC |
| Class A Common StockF5 | May 17, 2018 | C | 12,206,000 | $0.00 | A | 12,206,000 | I | By CZI Holdings, LLC |
| Class A Common StockF5 | May 17, 2018 | G | 12,000,000 | $0.00 | D | 206,000 | I | By CZI Holdings, LLC |
| Class A Common StockF3 | May 17, 2018 | G | 12,000,000 | $0.00 | A | 17,792,345 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF5 | May 17, 2018 | G | 206,000 | $0.00 | D | 0 | I | By CZI Holdings, LLC |
| Class A Common StockF8 | May 17, 2018 | G | 206,000 | $0.00 | A | 206,000 | I | By Chan Zuckerberg Advocacy |
| Class A Common StockF9,F3 | May 18, 2018 | S | 90,300 | $183.0706 | D | 17,702,045 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF10,F3 | May 18, 2018 | S | 2,200 | $183.7332 | D | 17,699,845 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF5 | May 18, 2018 | C | 127,500 | $0.00 | A | 127,500 | I | By CZI Holdings, LLC |
| Class A Common StockF11,F5 | May 18, 2018 | S | 124,544 | $183.0694 | D | 2,956 | I | By CZI Holdings, LLC |
| Class A Common StockF12,F5 | May 18, 2018 | S | 2,956 | $183.8071 | D | 0 | I | By CZI Holdings, LLC |
| Class A Common StockF14,F15 | May 18, 2018 | S | 7,900 | $183.0849 | D | 390,166 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014 |
| Class A Common StockF15 | May 18, 2018 | S | 100 | $183.62 | D | 390,066 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014 |
| Class A Common StockF16,F17 | May 18, 2018 | S | 9,000 | $183.0797 | D | 472,631 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 |
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 StockF18,F5 | — | May 17, 2018 | C | 127,500 | D | — | — | Class A Common Stock | 127,500 | 381,180,967 | I |
| Class B Common StockF18,F5 | — | May 17, 2018 | C | 12,206,000 | D | — | — | Class A Common Stock | 12,206,000 | 368,974,967 | I |
| Class B Common StockF18,F5 | — | May 18, 2018 | C | 127,500 | D | — | — | Class A Common Stock | 127,500 | 368,847,467 | I |
| Class B Common StockF18,F3 | — | holding | — | — | — | — | — | Class A Common Stock | 1,908,602 | 1,908,602 | I |
| Class B Common StockF18,F19 | — | holding | — | — | — | — | — | Class A Common Stock | 5,676,058 | 5,676,058 | I |
Explanation of responses
- F1The sales reported were effected by Mark Zuckerberg, Trustee and Settlor of the Chan Zuckerberg Foundation ("CZ Foundation") and CZI Holdings, LLC ("CZI"), as applicable, pursuant to their Rule 10b5-1 trading plans. These sales are part of the plan Mr. Zuckerberg announced in September 2017 to sell 35 million to 75 million Facebook shares over approximately 18 months from the date of that announcement in order to fund the philanthropic initiatives of Mr. Zuckerberg and his wife, Priscilla Chan, in education, science and advocacy.
- F10The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $183.61 to $184.05 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.
- F11The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $182.62 to $183.61 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 $183.62 to $184.16 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.
- F13The 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.
- F14The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $182.62 to $183.59 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.
- F15Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 2, dated 5/8/2014.
- F16The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $182.64 to $183.62 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.
- F17Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 3, dated 5/8/2014.
- F18The 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.
- F19Shares held of record by Mark Zuckerberg, Trustee of the 2006 Trust.
- F2The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $182.38 to $183.37 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.
- F3Shares held of record by 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.
- F4The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $183.38 to $184.04 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.
- F5Shares 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.
- F6The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $182.26 to $183.25 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 $183.26 to $184.01 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.
- F8Shares 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.
- F9The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $182.61 to $183.60 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.