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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Clegg Nicholas
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
(Last)          (First)          (Middle)

C/O META PLATFORMS, INC., 1601 WILLOW ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

8/15/2022
(Street)

MENLO PARK, CA 94025
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 8/15/2022  C  8198 A$0 17794 D  
Class A Common Stock 8/15/2022  C  2190 A$0 19984 D  
Class A Common Stock 8/15/2022  C  2361 A$0 22345 D  
Class A Common Stock 8/15/2022  S  6029 (1)D$180.5 16316 D  
Class A Common Stock 8/15/2022  M  4103 A$0 20419 D  
Class A Common Stock 8/15/2022  F  1950 (2)D$180.5 18469 D  
Class A Common Stock 8/16/2022  S(3)  6482 D$178.7145 (4)11987 D  
Class A Common Stock 8/16/2022  S(3)  4459 D$179.5320 (5)7528 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units (RSU) (Class A)  (6)8/15/2022  C     8198   (7)1/21/2029 Class A Common Stock 8198 $0 8199 D  
Restricted Stock Units (RSU) (Class A)  (6)8/15/2022  C     2190   (8)3/19/2030 Class A Common Stock 2190 $0 13137 D  
Restricted Stock Units (RSU) (Class A)  (6)8/15/2022  C     2361   (9)3/21/2031 Class A Common Stock 2361 $0 23602 D  
Restricted Stock Units (RSU) (Class A)  (6)8/15/2022  M     4103   (10)3/20/2032 Class A Common Stock 4103 $0 57438 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 an open market sale.
(3) The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
(4) The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.28 to $179.27 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 $179.28 to $180.24 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.
(6) Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.
(7) The RSUs vest quarterly, beginning on February 15, 2019, with 1/64th of the total shares vesting on the first four quarterly vesting dates and 1/12th of the remaining shares vesting quarterly thereafter, subject to continued service through each vesting date.
(8) The RSUs vest quarterly as to 1/16th of the total shares, beginning on May 15, 2020, subject to continued service through each vesting date.
(9) The RSUs vest quarterly as to 1/16th of the total shares, beginning on May 15, 2021, subject to continued service through each vesting date.
(10) The RSUs vest quarterly as to 1/16th of the total shares, beginning on May 15, 2022, subject to continued service through each vesting date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Clegg Nicholas
C/O META PLATFORMS, INC.
1601 WILLOW ROAD
MENLO PARK, CA 94025


President, Global Affairs

Signatures
/s/ Erin Guldiken, attorney-in-fact for Nicholas Clegg8/17/2022
**Signature of Reporting PersonDate


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.
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