SEC Form 4 · accession 0001127602-19-006974
Meta Platforms, Inc. · META
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sheryl Sandberg
Officer — Chief Operating Officer · Director
Period of report
Feb 14, 2019
Accepted (ET)
Feb 19, 2019 · 7:08 pm EST
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 | Feb 14, 2019 | C | 55,000 | $0.00 | A | 1,290,157 | I | By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 |
| Class A Common StockF4,F2 | Feb 14, 2019 | S | 24,784 | $163.1243 | D | 1,265,373 | I | By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 |
| Class A Common StockF5,F2 | Feb 14, 2019 | S | 24,506 | $164.0179 | D | 1,240,867 | I | By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 |
| Class A Common StockF6,F2 | Feb 14, 2019 | S | 5,710 | $164.6024 | D | 1,235,157 | I | By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 |
| Class A Common StockF2 | Feb 15, 2019 | M | 34,364 | $0.00 | A | 1,269,521 | I | By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 |
| Class A Common StockF7,F2 | Feb 15, 2019 | F | 17,038 | $163.95 | D | 1,252,483 | I | By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 |
| Class A Common StockF2 | Feb 15, 2019 | M | 13,029 | $0.00 | A | 1,265,512 | I | By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 |
| Class A Common StockF7,F2 | Feb 15, 2019 | F | 6,460 | $163.95 | D | 1,259,052 | I | By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 |
| Class A Common StockF2 | Feb 15, 2019 | M | 16,508 | $0.00 | A | 1,275,560 | I | By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 |
| Class A Common StockF7,F2 | Feb 15, 2019 | F | 8,185 | $163.95 | D | 1,267,375 | I | By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 |
| Class A Common StockF2 | Feb 15, 2019 | M | 9,426 | $0.00 | A | 1,276,801 | I | By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 |
| Class A Common StockF7,F2 | Feb 15, 2019 | F | 4,674 | $163.95 | D | 1,272,127 | I | By Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004 |
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)F10,F8,F9 | $10.388 | Feb 14, 2019 | M | 55,000 | D | — | Jul 22, 2020 | Class B Common Stock | 55,000 | 48,334 | I |
| Class B Common StockF9,F2 | — | Feb 14, 2019 | M | 55,000 | A | — | — | Class A Common Stock | 55,000 | 55,000 | I |
| Class B Common StockF9,F11,F2 | — | Feb 14, 2019 | C | 55,000 | D | — | — | Class A Common Stock | 55,000 | 0 | I |
| Restricted Stock Units (RSU) (Class A)F12,F13 | — | Feb 15, 2019 | M | 34,364 | D | — | May 5, 2023 | Class A Common Stock | 34,364 | 378,007 | D |
| Restricted Stock Units (RSU) (Class A)F12,F14 | — | Feb 15, 2019 | M | 13,029 | D | — | Mar 16, 2024 | Class A Common Stock | 13,029 | 52,118 | D |
| Restricted Stock Units (RSU) (Class A)F12,F15 | — | Feb 15, 2019 | M | 16,508 | D | — | Mar 15, 2025 | Class A Common Stock | 16,508 | 115,559 | D |
| Restricted Stock Units (RSU) (Class A)F12,F16 | — | Feb 15, 2019 | M | 9,426 | D | — | Mar 14, 2027 | Class A Common Stock | 9,426 | 141,393 | 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 option listed in Table II.
- F10Options held of record by Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004.
- F11The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.
- F12Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.
- F13The RSUs vest as to 1/16th of the total shares quarterly, beginning on November 15, 2017, subject to continued service through each vesting date.
- F14The RSUs vest as to 1/16th of the total shares quarterly, beginning on May 15, 2016, subject to continued service through each vesting date.
- F15The RSUs vest as to 1/12th of the total shares quarterly, beginning on February 15, 2018, subject to continued service through each vesting date.
- F16The RSUs shall vest quarterly as to 1/16th of the total shares, commencing the first quarter following November 15, 2018, subject to continued service through each vesting date.
- F2Shares held of record by Sheryl K. Sandberg, Trustee of Sheryl K. Sandberg Revocable Trust UTA dated September 3, 2004.
- 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 $162.46 to $163.445 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 $163.46 to $164.45 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.
- F6The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $164.46 to $164.81 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.
- F8The option vests as to 1/48th of the total shares monthly, beginning on May 1, 2013, subject to continued service through each vesting date.
- F9The 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.