SEC Form 4 · accession 0001209191-15-054481

Meta Platforms, Inc. · META

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Christopher K Cox

Officer — Chief Product Officer

Period of report

Jun 15, 2015

Accepted (ET)

Jun 17, 2015 · 9:18 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^F1	Jun 15, 2015	C	11,371	$0.00	A	617,563	D
Class A Common Stock^F2,F3	Jun 15, 2015	S	5,934	$80.4092	D	611,629	D
Class A Common Stock	Jun 15, 2015	S	15,500	$80.56	D	596,129	D
Class A Common Stock^F5	holding	—	—		—	76,945	I	By Christopher K. Cox Revocable Trust
Class A Common Stock^F6	holding	—	—		—	28,816	I	By Remainder Interest Trust Created Under The Christopher K. Cox 2009 Annuity Trust Dated 5/29/2009

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Unit (RSU) (Class B)^F7,F8,F9	—	Jun 15, 2015	M	11,371	D	—	Aug 25, 2019	Class B Common Stock	11,371	295,638	D
Class B Common Stock^F9	—	Jun 15, 2015	M	11,371	A	—	—	Class A Common Stock	11,371	11,371	D
Class B Common Stock^F9,F10	—	Jun 15, 2015	C	11,371	D	—	—	Class A Common Stock	11,371	0	D

Explanation of responses

F1Represents 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 Restricted Stock Units ("RSUs") listed in Table II.
F10The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.
F2Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person.
F3The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.12 to $80.69 per share, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (3).
F4The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
F5Shares held of record by Christopher Cox, Trustee of the Christopher K. Cox Revocable Trust.
F6Shares held of record by Remainder Interest Trust Created under the Christopher K. Cox 2009 Annuity Trust dated 5/29/2009, Visra Vichit-Vadakan, Trustee, the beneficiaries of which include the reporting person's children. The reporting person's spouse is trustee of the trust. The reporting person disclaims beneficial ownership of these shares, and the filing of this report is not an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
F7Each RSU represents a contingent right to receive 1 share of the Issuer's Class B Common Stock upon settlement.
F8The RSUs vest as to 1/48 of the total number of shares monthly, beginning on September 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.