SEC Form 4 · accession 0001127602-18-023308
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
Jul 12, 2018
Accepted (ET)
Jul 16, 2018 · 7:13 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 | Jul 12, 2018 | S | 13,338 | $203.9192 | D | 14,263,605 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF4,F3 | Jul 12, 2018 | S | 6,308 | $204.8551 | D | 14,257,297 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF5,F3 | Jul 12, 2018 | S | 56,139 | $205.8982 | D | 14,201,158 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF6,F3 | Jul 12, 2018 | S | 21,715 | $206.5353 | D | 14,179,443 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF7 | Jul 12, 2018 | C | 142,500 | $0.00 | A | 142,500 | I | By CZI Holdings, LLC |
| Class A Common StockF8,F7 | Jul 12, 2018 | S | 15,380 | $203.8765 | D | 127,120 | I | By CZI Holdings, LLC |
| Class A Common StockF9,F7 | Jul 12, 2018 | S | 10,765 | $204.6607 | D | 116,355 | I | By CZI Holdings, LLC |
| Class A Common StockF10,F7 | Jul 12, 2018 | S | 76,108 | $205.8497 | D | 40,247 | I | By CZI Holdings, LLC |
| Class A Common StockF11,F7 | Jul 12, 2018 | S | 40,247 | $206.4856 | D | 0 | I | By CZI Holdings, LLC |
| Class A Common StockF12,F3 | Jul 13, 2018 | S | 77,256 | $207.1891 | D | 14,102,187 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF13,F3 | Jul 13, 2018 | S | 20,244 | $207.7498 | D | 14,081,943 | I | By Chan Zuckerberg Foundation |
| Class A Common StockF7 | Jul 13, 2018 | C | 142,500 | $0.00 | A | 142,500 | I | By CZI Holdings, LLC |
| Class A Common StockF14,F7 | Jul 13, 2018 | S | 115,530 | $207.1946 | D | 26,970 | I | By CZI Holdings, LLC |
| Class A Common StockF15,F7 | Jul 13, 2018 | S | 26,970 | $207.743 | D | 0 | I | By CZI Holdings, LLC |
| Class A Common StockF16 | holding | — | — | — | 318,066 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 2 Dated 5/8/2014 | |
| Class A Common StockF17 | holding | — | — | — | 391,631 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg 2014 GRAT No. 3 Dated 5/8/2014 | |
| Class A Common StockF18 | 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 StockF19,F7 | — | Jul 12, 2018 | C | 142,500 | D | — | — | Class A Common Stock | 142,500 | 363,830,554 | I |
| Class B Common StockF19,F7 | — | Jul 13, 2018 | C | 142,500 | D | — | — | Class A Common Stock | 142,500 | 363,688,054 | I |
| Class B Common StockF19,F3 | — | holding | — | — | — | — | — | Class A Common Stock | 1,908,602 | 1,908,602 | I |
| Class B Common StockF19,F20 | — | 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 $205.25 to $206.24 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 $206.25 to $207.03 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 $206.51 to $207.50 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.
- F13The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $207.51 to $208.31 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 $206.51 to $207.50 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.
- F15The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $207.51 to $208.42 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.
- F16Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 2, dated 5/8/2014.
- F17Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 3, dated 5/8/2014.
- F18Shares 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.
- F19The 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.
- F2The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $203.30 to $204.29 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.
- F20Shares held of record by Mark Zuckerberg, Trustee of the 2006 Trust.
- 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 $204.31 to $205.30 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.
- F5The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $205.32 to $206.31 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 $206.32 to $207.02 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.
- F7Shares 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.
- F8The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $203.23 to $204.22 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.
- F9The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $204.23 to $205.21 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.