| 表格4 |
美國證券交易委員會 華盛頓特區 20549 受益人所有權變更聲明 根據1934年證券交易法第16(a)條或1940年投資公司法第30(h)條申報 或1940年投資公司法第30(h)節 |
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| 如果不再受到第16條的約束，請勾選此框。 表格4或表格5的義務可能會繼續。 查看 指示1(b)。 | |||||||||||||||||
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勾選此框表示根據合同、指令或書面計劃進行了一項交易，該交易涉及發行人的股票證券購買或銷售，旨在滿足規則10b5-1(c)的肯定防禦條件。 請參見說明10。 | ||||||||||||||||
1. 報告人的姓名和地址*
(街道)
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2. 發行者名稱 和 逐筆明細或交易標的
Meta Platforms, Inc. [ META ] |
5. 報告人和發行人之間的關係
(檢查所有適用項)
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3. 最早交易日期
（月/日/年） 12/10/2024 | ||||||||||||||||||||||||||
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4. 如果是修正，原始提交日期
（月/日/年） |
6. 個人或聯合/團體申報（請勾選適用的選項）
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| 表 I - 非衍生證券的獲取、處置或實益擁有 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. 證券名稱（說明書第3條） | 2. 交易日期 （月/日/年） | 2A. 認爲的執行日期（如有） （月/日/年） | 3. 交易代碼（指令 8） | 4. 獲取的證券 (A) 或處置的證券 (D) (指令 3、4和5) | 5. 報告交易後實益擁有的證券數量 (指令 3和4) | 6. 所有權形式：直接（D）或間接（I）（指令 4） | 7. 間接享有所有權的性質（說明 4） | |||
| 代碼 | V | 金額 | (A) 或 (D) | 價格 | ||||||
| A級普通股 | 12/10/2024 | C | 22,946 | A | $0 | 22,946 | I | 由CZI Holdings, LLC提供(1) | ||
| A級普通股 | 12/10/2024 | S(2) | 599 | D | $613.3188(3) | 22,347 | I | 由CZI Holdings, LLC提供(1) | ||
| A級普通股 | 12/10/2024 | S(2) | 1,420 | D | $614.5058(4) | 20,927 | I | 由CZI Holdings, LLC提供(1) | ||
| A級普通股 | 12/10/2024 | S(2) | 1,220 | D | $615.316(5) | 19,707 | I | 由CZI Holdings, LLC提供(1) | ||
| A級普通股 | 12/10/2024 | S(2) | 938 | D | $616.5955(6) | 18,769 | I | 由CZI Holdings, LLC提供(1) | ||
| A級普通股 | 12/10/2024 | S(2) | 1,919 | D | $617.763(7) | 16,850 | I | 由CZI Holdings, LLC提供(1) | ||
| A級普通股 | 12/10/2024 | S(2) | 4,768 | D | $618.7004(8) | 12,082 | I | 由CZI Holdings, LLC提供(1) | ||
| A級普通股 | 12/10/2024 | S(2) | 2,928 | D | $619.5911(9) | 9,154 | I | 由CZI Holdings, LLC提供(1) | ||
| A級普通股 | 12/10/2024 | S(2) | 3,435 | D | $620.7118(10) | 5,719 | I | 由CZI Holdings, LLC提供(1) | ||
| A級普通股 | 12/10/2024 | S(2) | 1,821 | D | $621.6982(11) | 3,898 | I | 由CZI Holdings, LLC提供(1) | ||
| A級普通股 | 12/10/2024 | S(2) | 1,865 | D | $622.7565(12) | 2,033 | I | 由CZI Holdings, LLC提供(1) | ||
| A級普通股 | 12/10/2024 | S(2) | 1,430 | D | $623.7167(13) | 603 | I | 由CZI Holdings, LLC提供(1) | ||
| A級普通股 | 12/10/2024 | S(2) | 500 | D | $624.6(14) | 103 | I | 由CZI Holdings, LLC提供(1) | ||
| A級普通股 | 12/10/2024 | S(2) | 103 | D | $625.39 | 0 | I | 由CZI Holdings, LLC提供(1) | ||
| A級普通股 | 12/10/2024 | S(15) | 496 | D | $613.778(16) | 593,633 | I | 由陳·扎克伯格倡議基金會出資(17) | ||
| A級普通股 | 12/10/2024 | S(15) | 992 | D | $614.8882(18) | 592,641 | I | 由陳·扎克伯格倡議基金會出資(17) | ||
| A級普通股 | 12/10/2024 | S(15) | 729 | D | $615.9789(19) | 591,912 | I | 由陳·扎克伯格倡議基金會出資(17) | ||
| A級普通股 | 12/10/2024 | S(15) | 396 | D | $617.1411(20) | 591,516 | I | 由陳·扎克伯格倡議基金會出資(17) | ||
| A級普通股 | 12/10/2024 | S(15) | 2,107 | D | $618.1865(21) | 589,409 | I | 由陳·扎克伯格倡議基金會出資(17) | ||
| A級普通股 | 12/10/2024 | S(15) | 2,314 | D | $619.1212(22) | 587,095 | I | 由陳·扎克伯格倡議基金會出資(17) | ||
| A級普通股 | 12/10/2024 | S(15) | 2,307 | D | $620.3817(23) | 584,788 | I | 由陳·扎克伯格倡議基金會出資(17) | ||
| A級普通股 | 12/10/2024 | S(15) | 1,193 | D | $621.3839(24) | 583,595 | I | 由陳·扎克伯格倡議基金會出資(17) | ||
| A級普通股 | 12/10/2024 | S(15) | 886 | D | $622.2353(25) | 582,709 | I | 由陳·扎克伯格倡議基金會出資(17) | ||
| A級普通股 | 12/10/2024 | S(15) | 1,058 | D | $623.3881(26) | 581,651 | I | 由陳·扎克伯格倡議基金會出資(17) | ||
| A級普通股 | 12/10/2024 | S(15) | 497 | D | $624.4412(27) | 581,154 | I | 由陳·扎克伯格倡議基金會出資(17) | ||
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表II - 獲取、處置或實益擁有的衍生證券 (例如，認沽權、認購權、認股權證、期權、可轉換證券) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. 衍生證券的名稱（Instr. 3） | 2. 衍生證券的轉換或行權價格 | 3. 交易日期 （月/日/年） | 3A. 假定執行日期（如有） （月/日/年） | 4. 交易代碼（說明書第8部分） | 5. 獲取（A）或處置（D）的衍生證券數量（指示符 3、4和5） | 6. 行使日期和到期日 (月/日/年) | 7. 衍生證券所基於的證券名稱和數量（Instr. 3和4） | 8. 衍生證券價格（Instr. 5） | 9. 報告交易後有益擁有的衍生證券數量 (指令 4) | 10. 所有權形式：直接（D）或間接（I） (指令 4) | 11. 間接有益所有權的性質 (指令 4) | ||||
| 代碼 | V | (A) | (D) | 行使日期 | 到期日 | 標題 | 金額或股票數量 | ||||||||
| B類普通股(28) | (28) | 12/10/2024 | C | 22,946 | (28) | (28) | A級普通股 | 22,946 | $0 | 193,904,123 | I | 由CZI Holdings, LLC提供(1) | |||
| B類普通股(28) | (28) | (28) | (28) | A級普通股 | 3,388,197 | 3,388,197 | I | 由馬克·扎克伯格，扎克伯格信託（成立於2006年7月7日）的受託人(29) | |||||||
| B類普通股(28) | (28) | (28) | (28) | A級普通股 | 34,344,500 | 34,344,500 | I | 由陳扎克伯格控股公司有限公司(30) | |||||||
| B類普通股(28) | (28) | (28) | (28) | A級普通股 | 12,000,000 | 12,000,000 | I | 由CZI控股I公司(31) | |||||||
| B類普通股(28) | (28) | (28) | (28) | A級普通股 | 50,000,000 | 50,000,000 | I | 由香信扎克伯格控股二期公司提供(32) | |||||||
| B類普通股(28) | (28) | (28) | (28) | A級普通股 | 50,000,000 | 50,000,000 | I | 由香信扎克伯格控股三期公司提供(33) | |||||||
| Explanation of Responses: |
| 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 $612.955 to $613.69 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 $613.96 to $614.94 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. |
| 5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $615.00 to $615.90 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 $616.12 to $616.99 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. |
| 7. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $617.17 to $618.12 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 $618.17 to $619.16 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 $619.185 to $620.15 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 $620.195 to $621.12 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. |
| 11. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $621.23 to $622.21 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 $622.255 to $623.22 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 $623.28 to $624.24 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 $624.36 to $625.00 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 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. |
| 16. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $613.30 to $614.09 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. 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. |
| 18. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $614.33 to $615.28 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. |
| 19. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $615.33 to $616.32 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 $616.55 to $617.52 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 $617.69 to $618.67 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. |
| 22. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $618.75 to $619.655 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 $619.93 to $620.865 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $621.00 to $621.93 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. |
| 25. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $622.005 to $622.81 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. |
| 26. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $623.01 to $624.00 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. |
| 27. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $624.18 to $625.00 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. |
| 28. 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. |
| 29. Shares held of record by Mark Zuckerberg, Trustee of the 2006 Trust. |
| 30. 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. |
| 31. 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. |
| 32. 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. |
| 33. 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. |
| /s/ Erin Guldiken, attorney-in-fact for Mark Zuckerberg | 12/11/2024 | |
| ** 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. | ||