SEC Form 4: Clegg Nicholas converted options into 12,748 shares, sold $1,705,447 worth of shares (14,918 units at $114.32) as part of a pre-agreed trading plan, converted options into 4,103 shares and covered exercise/tax liability with 1,933 shares to satisfy tax liability
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| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Meta Platforms, Inc. [ META ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/15/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 11/15/2022 | C | 8,199 | A | $0 | 15,727 | D | |||
| Class A Common Stock | 11/15/2022 | C | 2,189 | A | $0 | 17,916 | D | |||
| Class A Common Stock | 11/15/2022 | C | 2,360 | A | $0 | 20,276 | D | |||
| Class A Common Stock | 11/15/2022 | S | 6,019(1) | D | $114.22 | 14,257 | D | |||
| Class A Common Stock | 11/15/2022 | M | 4,103 | A | $0 | 18,360 | D | |||
| Class A Common Stock | 11/15/2022 | F | 1,933(2) | D | $114.22 | 16,427 | D | |||
| Class A Common Stock | 11/16/2022 | S(3) | 8,899 | D | $114.39 | 7,528 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units (RSU) (Class A) | (4) | 11/15/2022 | C | 8,199 | (5) | (5) | Class A Common Stock | 8,199 | $0 | 0 | D | ||||
| Restricted Stock Units (RSU) (Class A) | (4) | 11/15/2022 | C | 2,189 | (6) | (6) | Class A Common Stock | 2,189 | $0 | 10,948 | D | ||||
| Restricted Stock Units (RSU) (Class A) | (4) | 11/15/2022 | C | 2,360 | (7) | (7) | Class A Common Stock | 2,360 | $0 | 21,242 | D | ||||
| Restricted Stock Units (RSU) (Class A) | (4) | 11/15/2022 | M | 4,103 | (8) | (8) | Class A Common Stock | 4,103 | $0 | 53,335 | D | ||||
| Explanation of Responses: |
| 1. Represents 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 Restricted Stock Units ("RSUs") and does not represent an open market sale. |
| 2. Represents 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. |
| 3. The sale reported was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. |
| 4. Each RSU represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon settlement. |
| 5. The RSUs vest quarterly, beginning on February 15, 2019, with 1/64th of the total RSUs vesting on the first four quarterly vesting dates and 1/12th of the remaining RSUs vesting quarterly thereafter, subject to continued service through each vesting date. |
| 6. The RSUs vest quarterly as to 1/16th of the total RSUs, beginning on May 15, 2020, subject to continued service through each vesting date. |
| 7. The RSUs vest quarterly as to 1/16th of the total RSUs, beginning on May 15, 2021, subject to continued service through each vesting date. |
| 8. The RSUs vest quarterly as to 1/16th of the total RSUs, beginning on May 15, 2022, subject to continued service through each vesting date. |
| /s/ Erin Guldiken, attorney-in-fact for Nicholas Clegg | 11/17/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||