SEC FORM 4

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^*

Zuckerberg Mark

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	COB and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2024

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	02/16/2024		S⁽¹⁾		50	D	$469.5	328,681	I	By Chan Zuckerberg Initiative Advocacy⁽²⁾
Class A Common Stock	02/16/2024		S⁽¹⁾		300	D	$471.2158⁽³⁾	328,381	I	By Chan Zuckerberg Initiative Advocacy⁽²⁾
Class A Common Stock	02/16/2024		S⁽¹⁾		407	D	$472.271⁽⁴⁾	327,974	I	By Chan Zuckerberg Initiative Advocacy⁽²⁾
Class A Common Stock	02/16/2024		S⁽¹⁾		888	D	$473.4454⁽⁵⁾	327,086	I	By Chan Zuckerberg Initiative Advocacy⁽²⁾
Class A Common Stock	02/16/2024		S⁽¹⁾		581	D	$474.4066⁽⁶⁾	326,505	I	By Chan Zuckerberg Initiative Advocacy⁽²⁾
Class A Common Stock	02/16/2024		S⁽¹⁾		247	D	$475.5531⁽⁷⁾	326,258	I	By Chan Zuckerberg Initiative Advocacy⁽²⁾
Class A Common Stock	02/16/2024		S⁽¹⁾		332	D	$476.5455⁽⁸⁾	325,926	I	By Chan Zuckerberg Initiative Advocacy⁽²⁾
Class A Common Stock	02/16/2024		S⁽¹⁾		100	D	$478.065⁽⁹⁾	325,826	I	By Chan Zuckerberg Initiative Advocacy⁽²⁾
Class A Common Stock	02/16/2024		C		31,493	A	$0	31,493	I	By CZI Holdings, LLC⁽¹⁰⁾
Class A Common Stock	02/16/2024		S⁽¹¹⁾		900	D	$470.0167⁽¹²⁾	30,593	I	By CZI Holdings, LLC⁽¹⁰⁾
Class A Common Stock	02/16/2024		S⁽¹¹⁾		2,009	D	$471.0528⁽¹³⁾	28,584	I	By CZI Holdings, LLC⁽¹⁰⁾
Class A Common Stock	02/16/2024		S⁽¹¹⁾		3,430	D	$472.0075⁽¹⁴⁾	25,154	I	By CZI Holdings, LLC⁽¹⁰⁾
Class A Common Stock	02/16/2024		S⁽¹¹⁾		7,585	D	$473.0543⁽¹⁵⁾	17,569	I	By CZI Holdings, LLC⁽¹⁰⁾
Class A Common Stock	02/16/2024		S⁽¹¹⁾		7,774	D	$473.9475⁽¹⁶⁾	9,795	I	By CZI Holdings, LLC⁽¹⁰⁾
Class A Common Stock	02/16/2024		S⁽¹¹⁾		3,446	D	$474.8875⁽¹⁷⁾	6,349	I	By CZI Holdings, LLC⁽¹⁰⁾
Class A Common Stock	02/16/2024		S⁽¹¹⁾		4,015	D	$476.0523⁽¹⁸⁾	2,334	I	By CZI Holdings, LLC⁽¹⁰⁾
Class A Common Stock	02/16/2024		S⁽¹¹⁾		1,799	D	$476.8096⁽¹⁹⁾	535	I	By CZI Holdings, LLC⁽¹⁰⁾
Class A Common Stock	02/16/2024		S⁽¹¹⁾		535	D	$478.1508⁽²⁰⁾	0	I	By CZI Holdings, LLC⁽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)
Class B Common Stock⁽²¹⁾	⁽²¹⁾	02/16/2024		C			31,493	⁽²¹⁾	⁽²¹⁾	Class A Common Stock	31,493	$0	295,696,068	I	By CZI Holdings, LLC⁽¹⁰⁾
Class B Common Stock⁽²¹⁾	⁽²¹⁾							⁽²¹⁾	⁽²¹⁾	Class A Common Stock	909,246		909,246	I	By Chan Zuckerberg Initiative Foundation⁽²²⁾
Class B Common Stock⁽²¹⁾	⁽²¹⁾							⁽²¹⁾	⁽²¹⁾	Class A Common Stock	3,751,991		3,751,991	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006⁽²³⁾
Class B Common Stock⁽²¹⁾	⁽²¹⁾							⁽²¹⁾	⁽²¹⁾	Class A Common Stock	34,344,500		34,344,500	I	By Chan Zuckerberg Holdings LLC⁽²⁴⁾
Class B Common Stock⁽²¹⁾	⁽²¹⁾							⁽²¹⁾	⁽²¹⁾	Class A Common Stock	12,000,000		12,000,000	I	By CZI Holdings I, LLC⁽²⁵⁾

Explanation of Responses:

1. 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.

2. 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.

3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $470.79 to $471.70 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.

4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $471.975 to $472.59 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 $473.08 to $473.94 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 $474.08 to $474.975 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 $475.19 to $476.12 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 $476.40 to $476.83 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 $477.85 to $478.28 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 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.

11. The sales reported were effected by CZI pursuant to the Rule 10b5-1 trading plan adopted by the reporting person on July 31, 2023.

12. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $469.37 to $470.36 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 $470.39 to $471.35 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 $471.41 to $472.40 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.

15. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $472.45 to $473.44 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.

16. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $473.45 to $474.44 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $474.47 to $475.41 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 $475.48 to $476.47 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 $476.48 to $477.32 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 $477.69 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.

21. 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.

22. Shares held of record by the Chan Zuckerberg Initiative Foundation ("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.

23. Shares held of record by Mark Zuckerberg, Trustee of the 2006 Trust.

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.

25. 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.

Remarks:

The second of two Forms 4 being filed to report transactions by the reporting person that occurred on February 16, 2024. The Class A Common Stock holdings for the CZI Foundation and the 2006 Trust are reported on the first of these two forms.

	/s/ Erin Guldiken, attorney-in-fact for Mark Zuckerberg	02/20/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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