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Form 4 Meta Platforms, Inc. For: Dec 06 Filed by: Zuckerberg Mark

December 6, 2023 9:30 PM EST
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 *
Zuckerberg Mark

(Last) (First) (Middle)
C/O META PLATFORMS, INC.
1 META WAY

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Meta Platforms, Inc. [ META ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
COB and CEO
3. Date of Earliest Transaction (Month/Day/Year)
12/06/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 12/06/2023   S (1)   2,385 D $ 317.5194 (2) 166,625 I By Chan Zuckerberg Initiative Foundation (3)
Class A Common Stock 12/06/2023   S (1)   4,620 D $ 318.7052 (4) 162,005 I By Chan Zuckerberg Initiative Foundation (3)
Class A Common Stock 12/06/2023   S (1)   7,353 D $ 319.4494 (5) 154,652 I By Chan Zuckerberg Initiative Foundation (3)
Class A Common Stock 12/06/2023   S (1)   2,871 D $ 320.4478 (6) 151,781 I By Chan Zuckerberg Initiative Foundation (3)
Class A Common Stock 12/06/2023   S (1)   700 D $ 321.4329 (7) 151,081 I By Chan Zuckerberg Initiative Foundation (3)
Class A Common Stock 12/06/2023   C   7,175 A $ 0 7,175 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 (8)
Class A Common Stock 12/06/2023   S (9)   1,200 D $ 317.6363 (10) 5,975 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 (8)
Class A Common Stock 12/06/2023   S (9)   2,245 D $ 318.9329 (11) 3,730 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 (8)
Class A Common Stock 12/06/2023   S (9)   2,730 D $ 319.6743 (12) 1,000 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 (8)
Class A Common Stock 12/06/2023   S (9)   800 D $ 320.6256 (13) 200 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 (8)
Class A Common Stock 12/06/2023   S (9)   200 D $ 321.375 (14) 0 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 (8)
Class A Common Stock 12/06/2023   S (15)   399 D $ 317.5905 (16) 482,281 I By Chan Zuckerberg Initiative Advocacy (17)
Class A Common Stock 12/06/2023   S (15)   1,001 D $ 318.8244 (18) 481,280 I By Chan Zuckerberg Initiative Advocacy (17)
Class A Common Stock 12/06/2023   S (15)   1,099 D $ 319.6445 (19) 480,181 I By Chan Zuckerberg Initiative Advocacy (17)
Class A Common Stock 12/06/2023   S (15)   306 D $ 320.8582 (20) 479,875 I By Chan Zuckerberg Initiative Advocacy (17)
Class A Common Stock 12/06/2023   S (15)   100 D $ 321.55 (21) 479,775 I By Chan Zuckerberg Initiative Advocacy (17)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Class B Common Stock (22) (22) 12/06/2023   C     7,175   (22)   (22) Class A Common Stock 7,175 $ 0 4,212,822 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 (8)
Class B Common Stock (22) (22)               (22)   (22) Class A Common Stock 308,680,491   308,680,491 I By CZI Holdings, LLC (23)
Class B Common Stock (22) (22)               (22)   (22) Class A Common Stock 1,908,602   1,908,602 I By Chan Zuckerberg Initiative Foundation (3)
Class B Common Stock (22) (22)               (22)   (22) Class A Common Stock 34,344,500   34,344,500 I By Chan Zuckerberg Holdings LLC (24)
Explanation of Responses:
1. 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 July 31, 2023.
2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $317.06 to $318.00 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.
3. Shares held of record by the 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.
4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $318.06 to $319.04 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 $319.06 to $319.98 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.
6. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $320.09 to $321.08 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 $321.26 to $321.60 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.
8. Shares held of record by Mark Zuckerberg, Trustee of the Mark Zuckerberg Trust dated July 7, 2006 ("2006 Trust").
9. The sales reported were effected by Mark Zuckerberg, Trustee of the 2006 Trust pursuant to the Rule 10b5-1 trading plan adopted by the reporting person on July 31, 2023.
10. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $317.13 to $318.10 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 $318.255 to $319.24 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 $319.26 to $320.235 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 $320.30 to $320.96 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 $321.30 to $321.45 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 Chan Zuckerberg Initiative Advocacy ("CZI Advocacy") pursuant to the Rule 10b5-1 trading plan adopted by the reporting person on July 31, 2023.
16. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $317.135 to $318.09 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 Advocacy. The reporting person is deemed to have voting and investment power over the shares held by CZI Advocacy, 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 $318.21 to $319.15 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 $319.24 to $320.06 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 $320.35 to $321.27 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 $321.38 to $321.72 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 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.
23. Shares held of record by CZI Holdings, LLC ("CZI"). Mark Zuckerberg, Trustee of the 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.
24. 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.
/s/ Erin Guldiken, attorney-in-fact for Mark Zuckerberg 12/06/2023
** 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.


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