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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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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1. Title of Derivative Security | 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 | 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 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 | ||||||||
Restricted Stock Units (RSU) (Class A) | (7) | 05/15/2022 | X | 5,478 | (8) | 03/19/2028 | Class A Common Stock | 5,478 | $ 0 | 76,697 | D | ||||
Restricted Stock Units (RSU) (Class A) | (7) | 05/15/2022 | X | 7,435 | (9) | 03/19/2029 | Class A Common Stock | 7,435 | $ 0 | 22,303 | D | ||||
Restricted Stock Units (RSU) (Class A) | (7) | 05/15/2022 | X | 5,998 | (10) | 03/19/2030 | Class A Common Stock | 5,998 | $ 0 | 41,989 | D | ||||
Restricted Stock Units (RSU) (Class A) | (7) | 05/15/2022 | X | 4,720 | (11) | 03/21/2031 | Class A Common Stock | 4,720 | $ 0 | 66,086 | D | ||||
Restricted Stock Units (RSU) (Class A) | (7) | 05/15/2022 | M | 5,470 | (12) | 03/20/2032 | Class A Common Stock | 5,470 | $ 0 | 82,054 | D | ||||
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. | |
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 an open market sale. | |
The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. | |
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $201.57 to $202.55 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. | |
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $202.68 to $203.67 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. | |
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $203.72 to $204.63 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. | |
Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement. | |
The RSUs vest quarterly as to 1/20th of the total shares, beginning on February 15, 2021, subject to continued service through each vesting date. | |
The RSUs vest quarterly as to 1/16th of the total shares, beginning on May 15, 2019, subject to continued service through each vesting date. | |
The RSUs vest quarterly as to 1/16th of the total shares, beginning on May 15, 2020, subject to continued service through each vesting date. | |
The RSUs vest quarterly as to 1/16th of the total shares, beginning on February 15, 2022, subject to continued service through each vesting date. | |
The RSUs vest quarterly as to 1/16th of the total shares, beginning on May 15, 2022, subject to continued service through each vesting date. | |
| Remarks: Exhibit List - Exhibit 24.1 - Power of Attorney | |
| Signatures | ||
/s/ Erin Guldiken, attorney-in-fact for Andrew Bosworth | 05/17/2022 | |
| ** 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. | ||
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Jennifer Newstead, Katherine R. Kelly, and Erin Guldiken, and each of them, the undersigned’s true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as a representative of Meta Platforms, Inc. (the “Company”), any and all Form 3, 4 or 5 reports required to be filed by the undersigned in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and the rules thereunder with respect to transactions in securities of the Company;
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 report and timely file such report with the U.S. Securities and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in her discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or her substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that no such attorney-in-fact, in serving in such capacity at the request of the undersigned, is hereby assuming, nor is the Company hereby assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Form 3, 4 or 5 reports with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the 5th day of May, 2022.
Signature: /s/ Andrew Bosworth
Print Name: Andrew Bosworth