| 表格4 |
美国证券交易委员会 华盛顿特区 20549 受益人所有权变更声明 根据1934年证券交易法第16(a)条或1940年投资公司法第30(h)条申报 或1940年投资公司法第30(h)节 |
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| 如果不再受到第16条的约束，请勾选此框。 表格4或表格5的义务可能会继续。 查看 指示1(b)。 | |||||||||||||||||
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勾选此框表示根据合同、指令或书面计划进行了一项交易，该交易涉及发行人的股票证券购买或销售，旨在满足规则10b5-1(c)的肯定防御条件。 请参见说明10。 | ||||||||||||||||
1. 报告人的姓名和地址*
(街道)
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2. 发行者名称 和 逐笔明细或交易标的
Meta Platforms, Inc. [ META ] |
5. 报告人和发行人之间的关系
(检查所有适用项)
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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. 个人或联合/团体申报（请勾选适用的选项）
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| 表 I - 非衍生证券的获取、处置或实益拥有 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. 证券名称（说明书第3条） | 2. 交易日期 （月/日/年） | 2A. 认为的执行日期（如有） （月/日/年） | 3. 交易代码（指令 8） | 4. 获取的证券 (A) 或处置的证券 (D) (指令 3、4和5) | 5. 报告交易后实益拥有的证券数量 (指令 3和4) | 6. 所有权形式：直接（D）或间接（I）（指令 4） | 7. 间接享有所有权的性质（说明 4） | |||
| 代码 | V | 金额 | (A) 或 (D) | 价格 | ||||||
| A级普通股 | 12/10/2024 | C | 22,946 | A | $0 | 22,946 | I | 由CZI Holdings, LLC提供(1) | ||
| A级普通股 | 12/10/2024 | S(2) | 599 | D | $613.3188(3) | 22,347 | I | 由CZI Holdings, LLC提供(1) | ||
| A级普通股 | 12/10/2024 | S(2) | 1,420 | D | $614.5058(4) | 20,927 | I | 由CZI Holdings, LLC提供(1) | ||
| A级普通股 | 12/10/2024 | S(2) | 1,220 | D | $615.316(5) | 19,707 | I | 由CZI Holdings, LLC提供(1) | ||
| A级普通股 | 12/10/2024 | S(2) | 938 | D | $616.5955(6) | 18,769 | I | 由CZI Holdings, LLC提供(1) | ||
| A级普通股 | 12/10/2024 | S(2) | 1,919 | D | $617.763(7) | 16,850 | I | 由CZI Holdings, LLC提供(1) | ||
| A级普通股 | 12/10/2024 | S(2) | 4,768 | D | $618.7004(8) | 12,082 | I | 由CZI Holdings, LLC提供(1) | ||
| A级普通股 | 12/10/2024 | S(2) | 2,928 | D | $619.5911(9) | 9,154 | I | 由CZI Holdings, LLC提供(1) | ||
| A级普通股 | 12/10/2024 | S(2) | 3,435 | D | $620.7118(10) | 5,719 | I | 由CZI Holdings, LLC提供(1) | ||
| A级普通股 | 12/10/2024 | S(2) | 1,821 | D | $621.6982(11) | 3,898 | I | 由CZI Holdings, LLC提供(1) | ||
| A级普通股 | 12/10/2024 | S(2) | 1,865 | D | $622.7565(12) | 2,033 | I | 由CZI Holdings, LLC提供(1) | ||
| A级普通股 | 12/10/2024 | S(2) | 1,430 | D | $623.7167(13) | 603 | I | 由CZI Holdings, LLC提供(1) | ||
| A级普通股 | 12/10/2024 | S(2) | 500 | D | $624.6(14) | 103 | I | 由CZI Holdings, LLC提供(1) | ||
| A级普通股 | 12/10/2024 | S(2) | 103 | D | $625.39 | 0 | I | 由CZI Holdings, LLC提供(1) | ||
| A级普通股 | 12/10/2024 | S(15) | 496 | D | $613.778(16) | 593,633 | I | 由陳·扎克伯格倡议基金会出资(17) | ||
| A级普通股 | 12/10/2024 | S(15) | 992 | D | $614.8882(18) | 592,641 | I | 由陳·扎克伯格倡议基金会出资(17) | ||
| A级普通股 | 12/10/2024 | S(15) | 729 | D | $615.9789(19) | 591,912 | I | 由陳·扎克伯格倡议基金会出资(17) | ||
| A级普通股 | 12/10/2024 | S(15) | 396 | D | $617.1411(20) | 591,516 | I | 由陳·扎克伯格倡议基金会出资(17) | ||
| A级普通股 | 12/10/2024 | S(15) | 2,107 | D | $618.1865(21) | 589,409 | I | 由陳·扎克伯格倡议基金会出资(17) | ||
| A级普通股 | 12/10/2024 | S(15) | 2,314 | D | $619.1212(22) | 587,095 | I | 由陳·扎克伯格倡议基金会出资(17) | ||
| A级普通股 | 12/10/2024 | S(15) | 2,307 | D | $620.3817(23) | 584,788 | I | 由陳·扎克伯格倡议基金会出资(17) | ||
| A级普通股 | 12/10/2024 | S(15) | 1,193 | D | $621.3839(24) | 583,595 | I | 由陳·扎克伯格倡议基金会出资(17) | ||
| A级普通股 | 12/10/2024 | S(15) | 886 | D | $622.2353(25) | 582,709 | I | 由陳·扎克伯格倡议基金会出资(17) | ||
| A级普通股 | 12/10/2024 | S(15) | 1,058 | D | $623.3881(26) | 581,651 | I | 由陳·扎克伯格倡议基金会出资(17) | ||
| A级普通股 | 12/10/2024 | S(15) | 497 | D | $624.4412(27) | 581,154 | I | 由陳·扎克伯格倡议基金会出资(17) | ||
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表II - 获取、处置或实益拥有的衍生证券 (例如，认沽权、认购权、认股权证、期权、可转换证券) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. 衍生证券的名称（Instr. 3） | 2. 衍生证券的转换或行权价格 | 3. 交易日期 （月/日/年） | 3A. 假定执行日期（如有） （月/日/年） | 4. 交易代码（说明书第8部分） | 5. 获取（A）或处置（D）的衍生证券数量（指示符 3、4和5） | 6. 行使日期和到期日 (月/日/年) | 7. 衍生证券所基于的证券名称和数量（Instr. 3和4） | 8. 衍生证券价格（Instr. 5） | 9. 报告交易后有益拥有的衍生证券数量 (指令 4) | 10. 所有权形式：直接（D）或间接（I） (指令 4) | 11. 间接有益所有权的性质 (指令 4) | ||||
| 代码 | V | (A) | (D) | 行使日期 | 到期日 | 标题 | 金额或股票数量 | ||||||||
| B类普通股(28) | (28) | 12/10/2024 | C | 22,946 | (28) | (28) | A级普通股 | 22,946 | $0 | 193,904,123 | I | 由CZI Holdings, LLC提供(1) | |||
| B类普通股(28) | (28) | (28) | (28) | A级普通股 | 3,388,197 | 3,388,197 | I | 由马克·扎克伯格，扎克伯格信托（成立于2006年7月7日）的受托人(29) | |||||||
| B类普通股(28) | (28) | (28) | (28) | A级普通股 | 34,344,500 | 34,344,500 | I | 由陈扎克伯格控股公司有限公司(30) | |||||||
| B类普通股(28) | (28) | (28) | (28) | A级普通股 | 12,000,000 | 12,000,000 | I | 由CZI控股I公司(31) | |||||||
| B类普通股(28) | (28) | (28) | (28) | A级普通股 | 50,000,000 | 50,000,000 | I | 由香信扎克伯格控股二期公司提供(32) | |||||||
| B类普通股(28) | (28) | (28) | (28) | A级普通股 | 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. | ||