SEC Form 4 · accession 0001127602-18-019843

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 31, 2018

Accepted (ET)

Jun 4, 2018 · 6:14 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 Stock^F2,F3	May 31, 2018	S	4,000	$187.814	D	17,048,345	I	By Chan Zuckerberg Foundation
Class A Common Stock^F4,F3	May 31, 2018	S	29,611	$189.3537	D	17,018,734	I	By Chan Zuckerberg Foundation
Class A Common Stock^F5,F3	May 31, 2018	S	10,271	$189.9397	D	17,008,463	I	By Chan Zuckerberg Foundation
Class A Common Stock^F6,F3	May 31, 2018	S	30,583	$191.529	D	16,977,880	I	By Chan Zuckerberg Foundation
Class A Common Stock^F7,F3	May 31, 2018	S	18,035	$192.1851	D	16,959,845	I	By Chan Zuckerberg Foundation
Class A Common Stock^F8	May 31, 2018	C	127,500	$0.00	A	127,500	I	By CZI Holdings, LLC
Class A Common Stock^F9,F8	May 31, 2018	S	5,408	$187.8985	D	122,092	I	By CZI Holdings, LLC
Class A Common Stock^F10,F8	May 31, 2018	S	38,828	$189.3262	D	83,264	I	By CZI Holdings, LLC
Class A Common Stock^F11,F8	May 31, 2018	S	15,715	$189.8891	D	67,549	I	By CZI Holdings, LLC
Class A Common Stock^F12,F8	May 31, 2018	S	37,178	$191.4918	D	30,371	I	By CZI Holdings, LLC
Class A Common Stock^F13,F8	May 31, 2018	S	30,371	$192.1107	D	0	I	By CZI Holdings, LLC
Class A Common Stock^F14,F3	Jun 1, 2018	S	25,611	$192.6711	D	16,934,234	I	By Chan Zuckerberg Foundation
Class A Common Stock^F15,F3	Jun 1, 2018	S	64,041	$193.7533	D	16,870,193	I	By Chan Zuckerberg Foundation
Class A Common Stock^F16,F3	Jun 1, 2018	S	2,848	$194.2198	D	16,867,345	I	By Chan Zuckerberg Foundation
Class A Common Stock^F8	Jun 1, 2018	C	127,500	$0.00	A	127,500	I	By CZI Holdings, LLC
Class A Common Stock^F17,F8	Jun 1, 2018	S	36,237	$192.6925	D	91,263	I	By CZI Holdings, LLC
Class A Common Stock^F18,F8	Jun 1, 2018	S	88,863	$193.7725	D	2,400	I	By CZI Holdings, LLC
Class A Common Stock^F19,F8	Jun 1, 2018	S	2,400	$194.3267	D	0	I	By CZI Holdings, LLC
Class A Common Stock^F21,F22	Jun 1, 2018	S	2,600	$192.7308	D	379,466	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014
Class A Common Stock^F23,F22	Jun 1, 2018	S	5,300	$193.8136	D	374,166	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014
Class A Common Stock^F22	Jun 1, 2018	S	100	$194.46	D	374,066	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014
Class A Common Stock^F24,F25	Jun 1, 2018	S	2,300	$192.6613	D	461,331	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014
Class A Common Stock^F26,F25	Jun 1, 2018	S	6,500	$193.7444	D	454,831	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014
Class A Common Stock^F27,F25	Jun 1, 2018	S	200	$194.375	D	454,631	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014
Class A Common Stock^F28	holding	—	—		—	206,000	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 Stock^F29,F8	—	May 31, 2018	C	127,500	D	—	—	Class A Common Stock	127,500	367,827,467	I
Class B Common Stock^F29,F8	—	Jun 1, 2018	C	127,500	D	—	—	Class A Common Stock	127,500	367,699,967	I
Class B Common Stock^F29,F3	—	holding	—	—	—	—	—	Class A Common Stock	1,908,602	1,908,602	I
Class B Common Stock^F29,F30	—	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 $188.67 to $189.66 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 $189.67 to $190.38 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.
F12The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $190.76 to $191.75 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 $191.76 to $192.70 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $192.10 to $193.09 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.
F15The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $193.10 to $194.07 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.
F16The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $194.10 to $194.54 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.
F17The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $192.14 to $193.13 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 $193.14 to $194.13 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 $194.18 to $194.50 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $187.59 to $188.45 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.
F20The 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.
F21The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $192.20 to $193.17 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. 2, 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 $193.21 to $194.09 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 $192.10 to $193.00 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.
F25Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 3, dated 5/8/2014.
F26The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $193.11 to $194.06 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.
F27The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $194.25 to $194.50 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.
F28Shares 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.
F29The 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.
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.
F30Shares held of record by Mark Zuckerberg, Trustee of the 2006 Trust.
F4The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $188.72 to $189.71 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 $189.72 to $190.60 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.
F6The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $190.85 to $191.84 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 $191.85 to $192.68 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 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.
F9The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $187.59 to $188.49 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.