Li Susan J Form 4 Meta Platforms / SUSAN J LI ownership change

SEC Form 4

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^*

LI SUSAN J

(Last)

(First)

(Middle)

C/O META PLATFORMS, INC.

1 META WAY

(Street)

MENLO PARK

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	02/15/2024		C		1,487	A	$0	71,244	I	Susan Li and John Hegeman, Co-Trustees of The Li-Hegeman Living Trust u/t/a dated November 30, 2012
Class A Common Stock	02/15/2024		C		2,399	A	$0	73,643	I	Susan Li and John Hegeman, Co-Trustees of The Li-Hegeman Living Trust u/t/a dated November 30, 2012
Class A Common Stock	02/15/2024		C		1,500	A	$0	75,143	I	Susan Li and John Hegeman, Co-Trustees of The Li-Hegeman Living Trust u/t/a dated November 30, 2012
Class A Common Stock	02/15/2024		C		1,180	A	$0	76,323	I	Susan Li and John Hegeman, Co-Trustees of The Li-Hegeman Living Trust u/t/a dated November 30, 2012
Class A Common Stock	02/15/2024		C		1,888	A	$0	78,211	I	Susan Li and John Hegeman, Co-Trustees of The Li-Hegeman Living Trust u/t/a dated November 30, 2012
Class A Common Stock	02/15/2024		C		4,103	A	$0	82,314	I	Susan Li and John Hegeman, Co-Trustees of The Li-Hegeman Living Trust u/t/a dated November 30, 2012
Class A Common Stock	02/15/2024		S		5,916⁽¹⁾	D	$473.28	76,398	I	Susan Li and John Hegeman, Co-Trustees of The Li-Hegeman Living Trust u/t/a dated November 30, 2012
Class A Common Stock	02/15/2024		M		6,791	A	$0	83,189	I	Susan Li and John Hegeman, Co-Trustees of The Li-Hegeman Living Trust u/t/a dated November 30, 2012
Class A Common Stock	02/15/2024		F		3,367⁽²⁾	D	$473.28	79,822	I	Susan Li and John Hegeman, Co-Trustees of The Li-Hegeman Living Trust u/t/a dated November 30, 2012
Class A Common Stock	02/15/2024		C		744	A	$0	80,566	I	Susan Li and John Hegeman, Co-Trustees of The Li-Hegeman Living Trust u/t/a dated November 30, 2012
Class A Common Stock	02/15/2024		C		1,569	A	$0	82,135	I	Susan Li and John Hegeman, Co-Trustees of The Li-Hegeman Living Trust u/t/a dated November 30, 2012
Class A Common Stock	02/15/2024		C		3,005	A	$0	85,140	I	Susan Li and John Hegeman, Co-Trustees of The Li-Hegeman Living Trust u/t/a dated November 30, 2012
Class A Common Stock	02/15/2024		C		5,471	A	$0	90,611	I	Susan Li and John Hegeman, Co-Trustees of The Li-Hegeman Living Trust u/t/a dated November 30, 2012
Class A Common Stock	02/15/2024		S		5,040⁽³⁾	D	$473.28	85,571	I	Susan Li and John Hegeman, Co-Trustees of The Li-Hegeman Living Trust u/t/a dated November 30, 2012
Class A Common Stock	02/15/2024		M		6,791	A	$0	92,362	I	Susan Li and John Hegeman, Co-Trustees of The Li-Hegeman Living Trust u/t/a dated November 30, 2012
Class A Common Stock	02/15/2024		F		3,367⁽⁴⁾	D	$473.28	88,995	I	Susan Li and John Hegeman, Co-Trustees of The Li-Hegeman Living Trust u/t/a dated November 30, 2012
Class A Common Stock	02/16/2024		S⁽⁵⁾		3,014	D	$475.4079⁽⁶⁾	85,981	I	Susan Li and John Hegeman, Co-Trustees of The Li-Hegeman Living Trust u/t/a dated November 30, 2012
Class A Common Stock	02/16/2024		S⁽⁵⁾		8,099	D	$476.2095⁽⁷⁾	77,882	I	Susan Li and John Hegeman, Co-Trustees of The Li-Hegeman Living Trust u/t/a dated November 30, 2012
Class A Common Stock	02/16/2024		S⁽⁵⁾		4,837	D	$477.1698⁽⁸⁾	73,045	I	Susan Li and John Hegeman, Co-Trustees of The Li-Hegeman Living Trust u/t/a dated November 30, 2012
Class A Common Stock	02/16/2024		S⁽⁵⁾		3,288	D	$478.1597⁽⁹⁾	69,757	I	Susan Li and John Hegeman, Co-Trustees of The Li-Hegeman Living Trust u/t/a dated November 30, 2012
Class A Common Stock								14,376	I	Li-Hegeman Family Foundation⁽¹⁰⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units (RSU) (Class A)	⁽¹¹⁾	02/15/2024		C			1,487	⁽¹²⁾	⁽¹²⁾	Class A Common Stock	1,487	$0	0	D
Restricted Stock Units (RSU) (Class A)	⁽¹¹⁾	02/15/2024		C			2,399	⁽¹³⁾	⁽¹³⁾	Class A Common Stock	2,399	$0	35,991	D
Restricted Stock Units (RSU) (Class A)	⁽¹¹⁾	02/15/2024		C			1,500	⁽¹⁴⁾	⁽¹⁴⁾	Class A Common Stock	1,500	$0	0	D
Restricted Stock Units (RSU) (Class A)	⁽¹¹⁾	02/15/2024		C			1,180	⁽¹⁵⁾	⁽¹⁵⁾	Class A Common Stock	1,180	$0	4,721	D
Restricted Stock Units (RSU) (Class A)	⁽¹¹⁾	02/15/2024		C			1,888	⁽¹⁶⁾	⁽¹⁶⁾	Class A Common Stock	1,888	$0	35,875	D
Restricted Stock Units (RSU) (Class A)	⁽¹¹⁾	02/15/2024		C			4,103	⁽¹⁷⁾	⁽¹⁷⁾	Class A Common Stock	4,103	$0	32,822	D
Restricted Stock Units (RSU) (Class A)	⁽¹¹⁾	02/15/2024		M			6,791	⁽¹⁸⁾	⁽¹⁸⁾	Class A Common Stock	6,791	$0	81,492	D
Restricted Stock Units (RSU) (Class A)	⁽¹¹⁾	02/15/2024		C			744	⁽¹⁹⁾	⁽¹⁹⁾	Class A Common Stock	744	$0	0	I	By Spouse⁽²⁰⁾
Restricted Stock Units (RSU) (Class A)	⁽¹¹⁾	02/15/2024		C			1,569	⁽²¹⁾	⁽²¹⁾	Class A Common Stock	1,569	$0	0	I	By Spouse⁽²⁰⁾
Restricted Stock Units (RSU) (Class A)	⁽¹¹⁾	02/15/2024		C			3,005	⁽²²⁾	⁽²²⁾	Class A Common Stock	3,005	$0	12,020	I	By Spouse⁽²⁰⁾
Restricted Stock Units (RSU) (Class A)	⁽¹¹⁾	02/15/2024		C			5,471	⁽²³⁾	⁽²³⁾	Class A Common Stock	5,471	$0	43,762	I	By Spouse⁽²⁰⁾
Restricted Stock Units (RSU) (Class A)	⁽¹¹⁾	02/15/2024		M			6,791	⁽²⁴⁾	⁽²⁴⁾	Class A Common Stock	6,791	$0	81,492	I	By Spouse⁽²⁰⁾

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 Reporting Person's 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 Reporting Person's RSUs and does not represent a sale.

3. 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 Reporting Person's spouse's RSUs and does not represent an open market sale.

4. 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 Reporting Person's spouse's RSUs and does not represent a sale.

5. The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 13, 2023.

6. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $474.72 to $475.70 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.

7. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $475.72 to $476.71 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.

8. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $476.72 to $477.70 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.

9. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $477.77 to $478.60 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.

10. Shares held of record by the Li-Hegeman Family Foundation (the "Foundation"). The reporting person is deemed to have voting and investment power over the shares held by the Foundation, but has no pecuniary interest in these shares.

11. Each RSU represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon settlement.

12. The RSUs vest quarterly as to 1/20th of the total RSUs, beginning on May 15, 2019, subject to continued service through each vesting date.

13. The RSUs vest quarterly as to 1/20th of the total RSUs, beginning on February 15, 2023, subject to continued service through each vesting date.

14. 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.

15. 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.

16. The RSUs vest quarterly as to 1/20th of the total RSUs, beginning on February 15, 2024, subject to continued service through each vesting date.

17. 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.

18. The RSUs vest quarterly as to 1/16th of the total RSUs, beginning on May 15, 2023, subject to continued service through each vesting date.

19. The RSUs vest quarterly as to 1/20th of the total RSUs, beginning on May 15, 2019, subject to continued service through each vesting date.

20. The Reporting Person disclaims Section 16 beneficial ownership over the securities reported except to the extent of her pecuniary interest therein, if any.

21. 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.

22. 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.

23. 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.

24. The RSUs vest quarterly as to 1/16th of the total RSUs, beginning on May 15, 2023, subject to continued service through each vesting date.

	/s/ Erin Guldiken, attorney-in-fact for Susan J. Li	02/20/2024
	** 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.

Li Susan J Form 4Meta Platforms / SUSAN J LI ownership change