12/16/2024 | Press release | Distributed by Public on 12/16/2024 17:28
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Common Stock(29) | (29) | 12/13/2024 | C | 22,946 | (29) | (29) | Class A Common Stock | 22,946 | $ 0 | 193,835,285 | I | By CZI Holdings, LLC(1) | |||
Class B Common Stock(29) | (29) | (29) | (29) | Class A Common Stock | 3,388,197 | 3,388,197 | I | By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006(30) | |||||||
Class B Common Stock(29) | (29) | (29) | (29) | Class A Common Stock | 34,344,500 | 34,344,500 | I | By Chan Zuckerberg Holdings, LLC(31) | |||||||
Class B Common Stock(29) | (29) | (29) | (29) | Class A Common Stock | 12,000,000 | 12,000,000 | I | By CZI Holdings I, LLC(32) | |||||||
Class B Common Stock(29) | (29) | (29) | (29) | Class A Common Stock | 50,000,000 | 50,000,000 | I | By Chan Zuckerberg Holdings II, LLC(33) | |||||||
Class B Common Stock(29) | (29) | (29) | (29) | Class A Common Stock | 50,000,000 | 50,000,000 | I | By Chan Zuckerberg Holdings III, LLC(34) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Zuckerberg Mark C/O META PLATFORMS, INC. 1 META WAY MENLO PARK, CA 94025 |
X | X | COB and CEO |
/s/ Erin Guldiken, attorney-in-fact for Mark Zuckerberg | 12/16/2024 |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Shares held of record by CZI Holdings, LLC ("CZI"). Mark Zuckerberg, Trustee of the Mark Zuckerberg Trust dated July 7, 2006 ("2006 Trust"), is the sole member of CZI. The reporting person is the sole trustee of the 2006 Trust and, therefore, is deemed to have sole voting and investment power over the securities held by CZI. |
(2) | The sales reported were effected by CZI pursuant to the Rule 10b5-1 trading plan adopted by the reporting person on August 9, 2024. |
(3) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $617.24 to $618.23 per share. 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. |
(4) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $618.26 to $619.2575 per share. 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. |
(5) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $619.27 to $620.26 per share. 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. |
(6) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $620.295 to $621.285 per share. 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. |
(7) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $621.38 to $622.30 per share. 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. |
(8) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $622.42 to $623.25 per share. 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. |
(9) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $624.585 to $625.54 per share. 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. |
(10) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $625.65 to $626.60 per share. 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. |
(11) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $626.795 to $627.765 per share. 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. |
(12) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $627.805 to $628.785 per share. 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. |
(13) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $628.86 to $629.81 per share. 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. |
(14) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $629.995 to $630.75 per share. 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. |
(15) | The sales reported were effected by the Chan Zuckerberg Initiative Foundation ("CZI Foundation") pursuant to the Rule 10b5-1 trading plan adopted by the reporting person on August 9, 2024. |
(16) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $617.46 to $618.44 per share. 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. |
(17) | Shares held of record by CZI Foundation. The reporting person is deemed to have voting and investment power over the shares held by CZI Foundation, but has no pecuniary interest in these shares. |
(18) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $618.52 to $619.50 per share. 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. |
(19) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $619.53 to $620.49 per share. 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. |
(20) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $620.64 to $621.17 per share. 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. |
(21) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $621.64 to $622.415 per share. 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. |
(22) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $622.78 to $623.40 per share. 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. |
(23) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $624.00 to $624.92 per share. 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. |
(24) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $625.00 to $625.785 per share. 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. |
(25) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $626.17 to $626.98 per share. 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. |
(26) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $627.18 to $628.175 per share. 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. |
(27) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $628.34 to $629.26 per share. 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. |
(28) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $629.36 to $630.26 per share. 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. |
(29) | The 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. |
(30) | Shares held of record by Mark Zuckerberg, Trustee of the 2006 Trust. |
(31) | Shares held of record by Chan Zuckerberg Holdings, LLC ("CZ Holdings"), which is beneficially owned by the reporting person. The reporting person is deemed to have sole voting and investment power over the securities held by CZ Holdings. |
(32) | Shares held of record by CZI Holdings I, LLC ("CZI I"), which is beneficially owned by the reporting person. The reporting person is deemed to have sole voting and investment power over the securities held by CZI I. |
(33) | Shares held of record by Chan Zuckerberg Holdings II, LLC ("CZ Holdings II"), which is beneficially owned by the reporting person. The reporting person is deemed to have sole voting and investment power over the securities held by CZ Holdings II. |
(34) | Shares held of record by Chan Zuckerberg Holdings III, LLC ("CZ Holdings III"), which is beneficially owned by the reporting person. The reporting person is deemed to have sole voting and investment power over the securities held by CZ Holdings III. |