SEC Form 4 · accession 0001127602-18-027520
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
Sep 11, 2018
Accepted (ET)
Sep 13, 2018 · 6:17 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 | Sep 11, 2018 | C | 66,256 | $0.00 | A | 627,591 | I | By The HS Trust U/A/D 9/28/2011 |
| Class A Common StockF4,F2 | Sep 11, 2018 | S | 7,080 | $165.2802 | D | 620,511 | I | By The HS Trust U/A/D 9/28/2011 |
| Class A Common StockF5,F2 | Sep 11, 2018 | S | 28,957 | $166.2517 | D | 591,554 | I | By The HS Trust U/A/D 9/28/2011 |
| Class A Common StockF6,F2 | Sep 11, 2018 | S | 2,048 | $167.0324 | D | 589,506 | I | By The HS Trust U/A/D 9/28/2011 |
| Class A Common StockF7 | holding | — | — | — | 30,121 | I | By The Erin Hoffmann 2017 Annuity Trust U/A/D 6/29/2017 | |
| Class A Common StockF8 | holding | — | — | — | 30,121 | I | By The Michael Schroepfer 2017 Annuity Trust U/A/D 6/29/2017 | |
| Class A Common Stock | holding | — | — | — | 588,694 | D |
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)F11,F9,F10 | $2.954 | Sep 11, 2018 | M | 66,256 | D | — | Aug 18, 2019 | Class B Common Stock | 66,256 | 198,745 | I |
| Class B Common StockF10,F2 | — | Sep 11, 2018 | M | 66,256 | A | — | — | Class A Common Stock | 66,256 | 66,256 | I |
| Class B Common StockF10,F12,F2 | — | Sep 11, 2018 | C | 66,256 | D | — | — | Class A Common Stock | 66,256 | 0 | I |
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.
- F10The 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.
- F11Options held of record by Michael Schroepfer and Erin Hoffmann, Co-Trustees of The HS Trust U/A/D 9/28/2011.
- F12The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.
- F2Shares held of record by Michael Schroepfer and Erin Hoffmann, Co-Trustees of The HS Trust U/A/D 9/28/2011.
- 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 $164.795 to $165.79 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 $165.81 to $166.80 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.
- F6The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $166.95 to $167.14 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 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.
- F8Shares 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.
- F9The 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.