Meta Platforms Inc.

12/11/2024 | Press release | Distributed by Public on 12/11/2024 19:52

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Zuckerberg Mark
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
(Last) (First) (Middle)
C/O META PLATFORMS, INC., 1 META WAY 		3. Date of Earliest Transaction (Month/Day/Year)
12/11/2024
(Street)
MENLO PARK, CA 94025 		4. If Amendment, Date 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
(City) (State) (Zip)
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 12/11/2024 C 22,946 A $ 0 22,946 I By CZI Holdings, LLC(1)
Class A Common Stock 12/11/2024 S(2) 100 D $623.37 22,846 I By CZI Holdings, LLC(1)
Class A Common Stock 12/11/2024 S(2) 200 D $625.445(3) 22,646 I By CZI Holdings, LLC(1)
Class A Common Stock 12/11/2024 S(2) 166 D $627.0561(4) 22,480 I By CZI Holdings, LLC(1)
Class A Common Stock 12/11/2024 S(2) 603 D $628.1301(5) 21,877 I By CZI Holdings, LLC(1)
Class A Common Stock 12/11/2024 S(2) 1,445 D $629.9505(6) 20,432 I By CZI Holdings, LLC(1)
Class A Common Stock 12/11/2024 S(2) 1,092 D $630.9433(7) 19,340 I By CZI Holdings, LLC(1)
Class A Common Stock 12/11/2024 S(2) 2,408 D $632.0468(8) 16,932 I By CZI Holdings, LLC(1)
Class A Common Stock 12/11/2024 S(2) 3,337 D $632.8984(9) 13,595 I By CZI Holdings, LLC(1)
Class A Common Stock 12/11/2024 S(2) 6,474 D $633.9233(10) 7,121 I By CZI Holdings, LLC(1)
Class A Common Stock 12/11/2024 S(2) 5,341 D $634.8057(11) 1,780 I By CZI Holdings, LLC(1)
Class A Common Stock 12/11/2024 S(2) 1,290 D $635.8903(12) 490 I By CZI Holdings, LLC(1)
Class A Common Stock 12/11/2024 S(2) 400 D $637.0513(13) 90 I By CZI Holdings, LLC(1)
Class A Common Stock 12/11/2024 S(2) 90 D $638.05 0 I By CZI Holdings, LLC(1)
Class A Common Stock 12/11/2024 S(14) 84 D $622 581,070 I By Chan Zuckerberg Initiative Foundation(15)
Class A Common Stock 12/11/2024 S(14) 96 D $625.87 580,974 I By Chan Zuckerberg Initiative Foundation(15)
Class A Common Stock 12/11/2024 S(14) 100 D $627.16 580,874 I By Chan Zuckerberg Initiative Foundation(15)
Class A Common Stock 12/11/2024 S(14) 396 D $628.4396(16) 580,478 I By Chan Zuckerberg Initiative Foundation(15)
Class A Common Stock 12/11/2024 S(14) 880 D $630.0615(17) 579,598 I By Chan Zuckerberg Initiative Foundation(15)
Class A Common Stock 12/11/2024 S(14) 1,080 D $631.5246(18) 578,518 I By Chan Zuckerberg Initiative Foundation(15)
Class A Common Stock 12/11/2024 S(14) 2,052 D $632.5211(19) 576,466 I By Chan Zuckerberg Initiative Foundation(15)
Class A Common Stock 12/11/2024 S(14) 3,058 D $633.6071(20) 573,408 I By Chan Zuckerberg Initiative Foundation(15)
Class A Common Stock 12/11/2024 S(14) 3,329 D $634.5582(21) 570,079 I By Chan Zuckerberg Initiative Foundation(15)
Class A Common Stock 12/11/2024 S(14) 1,280 D $635.2023(22) 568,799 I By Chan Zuckerberg Initiative Foundation(15)
Class A Common Stock 12/11/2024 S(14) 420 D $636.3706(23) 568,379 I By Chan Zuckerberg Initiative Foundation(15)
Class A Common Stock 12/11/2024 S(14) 100 D $637.13 568,279 I By Chan Zuckerberg Initiative Foundation(15)
Class A Common Stock 12/11/2024 S(14) 100 D $638.37 568,179 I By Chan Zuckerberg Initiative Foundation(15)
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)
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 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock(24) (24) 12/11/2024 C 22,946 (24) (24) Class A Common Stock 22,946 $ 0 193,881,177 I By CZI Holdings, LLC(1)
Class B Common Stock(24) (24) (24) (24) Class A Common Stock 3,388,197 3,388,197 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006(25)
Class B Common Stock(24) (24) (24) (24) Class A Common Stock 34,344,500 34,344,500 I By Chan Zuckerberg Holdings, LLC(26)
Class B Common Stock(24) (24) (24) (24) Class A Common Stock 12,000,000 12,000,000 I By CZI Holdings I, LLC(27)
Class B Common Stock(24) (24) (24) (24) Class A Common Stock 50,000,000 50,000,000 I By Chan Zuckerberg Holdings II, LLC(28)
Class B Common Stock(24) (24) (24) (24) Class A Common Stock 50,000,000 50,000,000 I By Chan Zuckerberg Holdings III, LLC(29)

Reporting Owners

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

Signatures

/s/ Erin Guldiken, attorney-in-fact for Mark Zuckerberg 12/11/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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 $625.02 to $625.87 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 $626.705 to $627.61 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 $627.80 to $628.65 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 $629.36 to $630.30 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.
(7) The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $630.365 to $631.31 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 $631.435 to $632.43 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 $632.44 to $633.43 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 $633.44 to $634.43 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 $634.48 to $635.465 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 $635.50 to $636.25 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.
(13) The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $636.76 to $637.275 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 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.
(15) 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.
(16) The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $628.23 to $628.71 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) The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $629.67 to $630.46 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.
(18) The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $630.97 to $631.895 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 $631.99 to $632.95 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 $633.00 to $633.97 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 $634.00 to $634.99 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 $635.00 to $635.70 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 $636.10 to $636.75 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.
(24) 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.
(25) Shares held of record by Mark Zuckerberg, Trustee of the 2006 Trust.
(26) 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.
(27) 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.
(28) 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.
(29) 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.