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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Clegg Nicholas

(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)
	President, Global Affairs

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2024

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	08/15/2024		C		2,360	A	$0	9,888	D
Class A Common Stock	08/15/2024		S		1,133⁽¹⁾	D	$526.76	8,755	D
Class A Common Stock	08/15/2024		M		4,102	A	$0	12,857	D
Class A Common Stock	08/15/2024		M		5,094	A	$0	17,951	D
Class A Common Stock	08/15/2024		M		2,278	A	$0	20,229	D
Class A Common Stock	08/15/2024		F		5,407⁽²⁾	D	$526.76	14,822	D
Class A Common Stock	08/16/2024		S⁽³⁾		2,839	D	$528.89⁽⁴⁾	11,983	D
Class A Common Stock	08/16/2024		S⁽³⁾		2,089	D	$529.9765⁽⁵⁾	9,894	D
Class A Common Stock	08/16/2024		S⁽³⁾		2,135	D	$530.9852⁽⁶⁾	7,759	D
Class A Common Stock	08/16/2024		S⁽³⁾		4,747	D	$531.9175⁽⁷⁾	3,012	D
Class A Common Stock	08/16/2024		S⁽³⁾		2,912	D	$532.7861⁽⁸⁾	100	D
Class A Common Stock	08/16/2024		S⁽³⁾		100	D	$533.5	0	D

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)	⁽⁹⁾	08/15/2024		C			2,360	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	2,360	$0	4,721	D
Restricted Stock Units (RSU) (Class A)	⁽⁹⁾	08/15/2024		M			4,102	⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	4,102	$0	24,617	D
Restricted Stock Units (RSU) (Class A)	⁽⁹⁾	08/15/2024		M			5,094	⁽¹²⁾	⁽¹²⁾	Class A Common Stock	5,094	$0	50,932	D
Restricted Stock Units (RSU) (Class A)	⁽⁹⁾	08/15/2024		M			2,278	⁽¹³⁾	⁽¹³⁾	Class A Common Stock	2,278	$0	31,885	D

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 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 RSUs and does not represent a sale.

3. The sale reported was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 12, 2024.

4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $528.40 to $529.33 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 $529.44 to $530.41 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.

6. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $530.44 to $531.40 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.

7. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $531.45 to $532.42 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 $532.48 to $533.36 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.

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

10. 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.

11. 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.

12. 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.

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

	/s/ Erin Guldiken, attorney-in-fact for Nicholas Clegg	08/19/2024
	** 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).
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