Sec Form 4 Filing - Zuckerberg Mark @ Meta Platforms, Inc. - 2024-02-22

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Zuckerberg Mark 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 (Last) (First) (Middle) C/O META PLATFORMS, INC., 1 META WAY 3. Date of Earliest Transaction (MM/DD/YY) 02/22/2024 (Street) MENLO PARK, CA94025 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Class A Common Stock 02/22/2024 C 32,874 A $ 0 670,874 I By Chan Zuckerberg Initiative Foundation ( 1 ) Class A Common Stock 02/22/2024 S( 2 ) 500 D $ 476.572 ( 3 ) 670,374 I By Chan Zuckerberg Initiative Foundation ( 1 ) Class A Common Stock 02/22/2024 S( 2 ) 1,294 D $ 477.9374 ( 4 ) 669,080 I By Chan Zuckerberg Initiative Foundation ( 1 ) Class A Common Stock 02/22/2024 S( 2 ) 841 D $ 478.8805 ( 5 ) 668,239 I By Chan Zuckerberg Initiative Foundation ( 1 ) Class A Common Stock 02/22/2024 S( 2 ) 480 D $ 479.9563 ( 6 ) 667,759 I By Chan Zuckerberg Initiative Foundation ( 1 ) Class A Common Stock 02/22/2024 S( 2 ) 400 D $ 480.815 ( 7 ) 667,359 I By Chan Zuckerberg Initiative Foundation ( 1 ) Class A Common Stock 02/22/2024 S( 2 ) 2,128 D $ 482.1957 ( 8 ) 665,231 I By Chan Zuckerberg Initiative Foundation ( 1 ) Class A Common Stock 02/22/2024 S( 2 ) 1,839 D $ 482.9056 ( 9 ) 663,392 I By Chan Zuckerberg Initiative Foundation ( 1 ) Class A Common Stock 02/22/2024 S( 2 ) 1,270 D $ 484.1146 ( 10 ) 662,122 I By Chan Zuckerberg Initiative Foundation ( 1 ) Class A Common Stock 02/22/2024 S( 2 ) 2,870 D $ 485.1188 ( 11 ) 659,252 I By Chan Zuckerberg Initiative Foundation ( 1 ) Class A Common Stock 02/22/2024 S( 2 ) 4,645 D $ 486.2897 ( 12 ) 654,607 I By Chan Zuckerberg Initiative Foundation ( 1 ) Class A Common Stock 02/22/2024 S( 2 ) 5,677 D $ 487.2815 ( 13 ) 648,930 I By Chan Zuckerberg Initiative Foundation ( 1 ) Class A Common Stock 02/22/2024 S( 2 ) 4,671 D $ 488.2593 ( 14 ) 644,259 I By Chan Zuckerberg Initiative Foundation ( 1 ) Class A Common Stock 02/22/2024 S( 2 ) 5,786 D $ 489.1226 ( 15 ) 638,473 I By Chan Zuckerberg Initiative Foundation ( 1 ) Class A Common Stock 02/22/2024 S( 2 ) 473 D $ 489.8375 ( 16 ) 638,000 I By Chan Zuckerberg Initiative Foundation ( 1 ) Class A Common Stock 02/22/2024 C 13,144 A $ 0 13,144 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 ( 17 ) Class A Common Stock 02/22/2024 S( 18 ) 301 D $ 476.8916 ( 19 ) 12,843 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 ( 17 ) Class A Common Stock 02/22/2024 S( 18 ) 652 D $ 478.421 ( 20 ) 12,191 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 ( 17 ) Class A Common Stock 02/22/2024 S( 18 ) 319 D $ 479.6865 ( 21 ) 11,872 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 ( 17 ) Class A Common Stock 02/22/2024 S( 18 ) 200 D $ 481.0325 ( 22 ) 11,672 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 ( 17 ) Class A Common Stock 02/22/2024 S( 18 ) 1,343 D $ 482.4545 ( 23 ) 10,329 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 ( 17 ) Class A Common Stock 02/22/2024 S( 18 ) 300 D $ 483.41 ( 24 ) 10,029 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 ( 17 ) Class A Common Stock 02/22/2024 S( 18 ) 800 D $ 484.6238 ( 25 ) 9,229 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 ( 17 ) Class A Common Stock 02/22/2024 S( 18 ) 1,116 D $ 485.5587 ( 26 ) 8,113 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 ( 17 ) Class A Common Stock 02/22/2024 S( 18 ) 2,284 D $ 486.5548 ( 27 ) 5,829 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 ( 17 ) Class A Common Stock 02/22/2024 S( 18 ) 2,117 D $ 487.5856 ( 28 ) 3,712 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 ( 17 ) Class A Common Stock 02/22/2024 S( 18 ) 2,412 D $ 488.6905 ( 29 ) 1,300 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 ( 17 ) Class A Common Stock 02/22/2024 S( 18 ) 1,300 D $ 489.4308 ( 30 ) 0 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 ( 17 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Class B Common Stock ( 31 ) ( 31 ) 02/22/2024 C 32,874 ( 31 ) ( 31 ) Class A Common Stock 32,874 $ 0 786,832 I By Chan Zuckerberg Initiative Foundation ( 1 ) Class B Common Stock ( 31 ) ( 31 ) 02/22/2024 C 13,144 ( 31 ) ( 31 ) Class A Common Stock 13,144 $ 0 3,702,997 I By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006 ( 17 ) Class B Common Stock ( 31 ) ( 31 ) ( 31 ) ( 31 ) Class A Common Stock 34,344,500 34,344,500 I By Chan Zuckerberg Holdings LLC ( 32 ) Class B Common Stock ( 31 ) ( 31 ) ( 31 ) ( 31 ) Class A Common Stock 12,000,000 12,000,000 I By CZI Holdings I, LLC ( 33 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Zuckerberg Mark C/O META PLATFORMS, INC. 1 META WAY MENLO PARK, CA94025 X X COB and CEO Signatures /s/ Erin Guldiken, attorney-in-fact for Mark Zuckerberg 02/26/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )The sales reported were effected by the CZI Foundation pursuant to the Rule 10b5-1 trading plan adopted by the reporting person on July 31, 2023. ( 3 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $476.24 to $476.89 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 $477.42 to $478.39 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 $478.44 to $479.30 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 $479.45 to $480.25 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 $480.50 to $481.32 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. ( 8 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $481.58 to $482.57 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 $482.63 to $483.50 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 $483.63 to $484.57 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 $484.66 to $485.48 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 $485.66 to $486.63 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. ( 13 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $486.74 to $487.72 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 $487.75 to $488.74 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 $488.75 to $489.73 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 $489.75 to $489.94 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. ( 17 )Shares held of record by Mark Zuckerberg, Trustee of the Mark Zuckerberg Trust dated July 7, 2006 ("2006 Trust"). ( 18 )The sales reported were effected by Mark Zuckerberg, Trustee of the 2006 Trust pursuant to the Rule 10b5-1 trading plan adopted by the reporting person on July 31, 2023. ( 19 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $476.63 to $477.37 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 $478.02 to $478.92 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 $479.39 to $480.16 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. ( 22 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple tran sactions at prices ranging from $480.66 to $481.405 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 $481.89 to $482.85 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 $482.95 to $483.75 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 $483.99 to $484.95 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 $485.09 to $486.07 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 $486.11 to $487.10 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $487.14 to $488.03 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. ( 29 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $488.20 to $489.185 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. ( 30 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $489.20 to $ 489.90 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. ( 31 )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. ( 32 )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. ( 33 )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 first of two Forms 4 being filed to report transactions by the reporting person that occurred on February 22, 2024. The Class A Common Stock holdings for Chan Zuckerberg Initiative Advocacy and the Class A Common Stock and Class B Common Stock holdings for CZI Holdings, LLC are reported on the second of these two forms.

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.