SEC Form 4 · accession 0001127602-18-025623
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
Aug 14, 2018
Accepted (ET)
Aug 16, 2018 · 6:46 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,F2 | Aug 14, 2018 | C | 66,256 | $0.00 | A | 599,372 | I | By The HS Trust U/A/D 9/28/2011 |
| Class A Common StockF4,F2 | Aug 14, 2018 | S | 6,011 | $179.3439 | D | 593,361 | I | By The HS Trust U/A/D 9/28/2011 |
| Class A Common StockF5,F2 | Aug 14, 2018 | S | 14,368 | $180.6164 | D | 578,993 | I | By The HS Trust U/A/D 9/28/2011 |
| Class A Common StockF6,F2 | Aug 14, 2018 | S | 17,358 | $181.2507 | D | 561,635 | I | By The HS Trust U/A/D 9/28/2011 |
| Class A Common StockF2 | Aug 14, 2018 | S | 300 | $181.98 | D | 561,335 | I | By The HS Trust U/A/D 9/28/2011 |
| Class A Common Stock | Aug 15, 2018 | M | 26,847 | $0.00 | A | 575,586 | D | |
| Class A Common StockF7 | Aug 15, 2018 | F | 13,311 | $181.11 | D | 562,275 | D | |
| Class A Common Stock | Aug 15, 2018 | M | 10,023 | $0.00 | A | 572,298 | D | |
| Class A Common StockF7 | Aug 15, 2018 | F | 4,970 | $181.11 | D | 567,328 | D | |
| Class A Common Stock | Aug 15, 2018 | M | 8,255 | $0.00 | A | 575,583 | D | |
| Class A Common StockF7 | Aug 15, 2018 | F | 4,093 | $181.11 | D | 571,490 | D | |
| Class A Common StockF8 | Aug 15, 2018 | C | 34,123 | $0.00 | A | 605,613 | D | |
| Class A Common StockF7 | Aug 15, 2018 | F | 16,919 | $181.11 | D | 588,694 | D | |
| Class A Common StockF9 | holding | — | — | — | 30,121 | I | By The Erin Hoffmann 2017 Annuity Trust U/A/D 6/29/2017 | |
| Class A Common StockF10 | 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)F13,F11,F12 | $2.954 | Aug 14, 2018 | M | 66,256 | D | — | Aug 18, 2019 | Class B Common Stock | 66,256 | 265,001 | I |
| Class B Common StockF12,F2 | — | Aug 14, 2018 | M | 66,256 | A | — | — | Class A Common Stock | 66,256 | 66,256 | I |
| Class B Common StockF12,F14,F2 | — | Aug 14, 2018 | C | 66,256 | D | — | — | Class A Common Stock | 66,256 | 0 | I |
| Restricted Stock Units (RSU) (Class A)F15,F16 | — | Aug 15, 2018 | M | 26,847 | D | — | May 5, 2023 | Class A Common Stock | 26,847 | 349,012 | D |
| Restricted Stock Units (RSU) (Class A)F15,F17 | — | Aug 15, 2018 | M | 10,023 | D | — | Mar 16, 2024 | Class A Common Stock | 10,023 | 60,135 | D |
| Restricted Stock Units (RSU) (Class A)F15,F18 | — | Aug 15, 2018 | M | 8,255 | D | — | Mar 15, 2025 | Class A Common Stock | 8,255 | 82,544 | D |
| Restricted Stock Unit (RSU) (Class B)F19,F20,F12 | — | Aug 15, 2018 | M | 34,123 | D | — | May 2, 2022 | Class B Common Stock | 34,123 | 0 | D |
| Class B Common StockF12 | — | Aug 15, 2018 | M | 34,123 | A | — | — | Class A Common Stock | 34,123 | 34,123 | D |
| Class B Common StockF12,F14 | — | Aug 15, 2018 | C | 34,123 | D | — | — | Class A Common Stock | 34,123 | 0 | 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 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.
- F11The option vested as to 1/5th of the total shares on July 15, 2010, after which 1/60th of the total shares vest monthly, subject to continued service through each vesting date. In connection with certain estate planning transfers, the reporting person transferred vested shares underlying the option to Michael Schroepfer and Erin Hoffmann, Co-Trustees of The HS Trust U/A/D 9/28/11.
- F12The 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.
- F13Options held of record by Michael Schroepfer and Erin Hoffmann, Co-Trustees of The HS Trust U/A/D 9/28/2011.
- F14The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.
- F15Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.
- F16The RSUs vest as to 1/16th of the total shares quarterly, beginning on November 15, 2017, subject to continued service through each vesting date.
- F17The RSUs vest as to 1/16th of the total shares quarterly, beginning on May 15, 2016, subject to continued service through each vesting date.
- F18The RSUs vest as to 1/16th of the total shares quarterly, beginning on May 15, 2017, subject to continued service through each vesting date.
- F19Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.
- F2Shares held of record by Michael Schroepfer and Erin Hoffmann, Co-Trustees of The HS Trust U/A/D 9/28/2011.
- F20The RSUs vest as to 1/16th of the total shares quarterly, beginning on November 15, 2014, 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 $178.70 to $179.66 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.
- F5The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $179.95 to $180.94 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 $180.95 to $181.80 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.
- F7Represents 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.
- 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 RSUs listed in Table II.
- F9Shares 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.