Filing Details
- Accession Number:
- 0001140361-17-018350
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2017-05-03 21:55:29
- Reporting Period:
- 2017-05-01
- Filing Date:
- 2017-05-03
- Accepted Time:
- 2017-05-03 21:55:29
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1212458 | Proofpoint Inc | PFPT | Services-Computer Processing & Data Preparation (7374) | 510414846 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1634774 | Darren Robert Lee | C/O Proofpoint, Inc. 892 Ross Drive Sunnyvale CA 94089 | Svp, Gm Archiving & Governance | No | Yes | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Acquisiton | 2017-05-01 | 1,250 | $36.00 | 4,131 | No | 4 | M | Direct | |
| Common Stock | Acquisiton | 2017-05-01 | 2,000 | $50.93 | 6,131 | No | 4 | M | Direct | |
| Common Stock | Disposition | 2017-05-01 | 3,250 | $75.26 | 2,881 | No | 4 | S | Direct | |
| Common Stock | Acquisiton | 2017-05-01 | 2,500 | $0.00 | 5,381 | No | 4 | M | Direct | |
| Common Stock | Acquisiton | 2017-05-01 | 625 | $0.00 | 6,006 | No | 4 | M | Direct | |
| Common Stock | Acquisiton | 2017-05-01 | 625 | $0.00 | 6,631 | No | 4 | M | Direct | |
| Common Stock | Disposition | 2017-05-01 | 1,762 | $75.76 | 4,869 | No | 4 | F | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | M | Direct | |
| No | 4 | M | Direct | |
| No | 4 | S | Direct | |
| No | 4 | M | Direct | |
| No | 4 | M | Direct | |
| No | 4 | M | Direct | |
| No | 4 | F | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock | Non-qualified Stock Option (right to buy) | Disposition | 2017-05-01 | 1,250 | $0.00 | 1,250 | $36.00 |
| Common Stock | Non-qualified Stock Option (right to buy) | Disposition | 2017-05-01 | 2,000 | $0.00 | 2,000 | $50.93 |
| Common Stock | Restricted Stock Units | Acquisiton | 2017-05-01 | 5,000 | $0.00 | 5,000 | $0.00 |
| Common Stock | Restricted Stock Units | Acquisiton | 2017-05-01 | 2,000 | $0.00 | 2,000 | $0.00 |
| Common Stock | Restricted Stock Units | Acquisiton | 2017-05-01 | 2,000 | $0.00 | 2,000 | $0.00 |
| Common Stock | Restricted Stock Units | Disposition | 2017-05-01 | 2,500 | $0.00 | 2,500 | $0.00 |
| Common Stock | Restricted Stock Units | Disposition | 2017-05-01 | 625 | $0.00 | 625 | $0.00 |
| Common Stock | Restricted Stock Units | Disposition | 2017-05-01 | 625 | $0.00 | 625 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 4,841 | 2024-03-26 | No | 4 | M | Direct | |
| 6,000 | 2026-04-08 | No | 4 | M | Direct | |
| 5,000 | No | 4 | A | Direct | ||
| 2,000 | No | 4 | A | Direct | ||
| 2,000 | No | 4 | A | Direct | ||
| 2,500 | No | 4 | M | Direct | ||
| 1,375 | No | 4 | M | Direct | ||
| 1,375 | No | 4 | M | Direct |
Footnotes
- The transactions reported on this Form 4 were effected pursuant to a 10b5-1 trading plan with an effective date of June 9, 2016.
- The stock option is 100% vested and exercisable.
- The stock option vested and became exercisable as to 1/4th of the total number of shares on February 1, 2017 and thereafter shall vest and become exercisable as to 1/48th of the total number of shares in equal monthly installments.
- Vesting of performance-based RSUs ("PRSUs") earned by the Reporting Person on May 1, 2017 as a result of the Reporting Person having met certain performance criteria.
- Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of RSUs or PRSUs. The Reporting Person did not sell or otherwise dispose of any of the shares reported on this Form 4 for any reason other than to cover required taxes.
- Each RSU represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.
- Represents PRSUs earned by the Reporting Person on May 1, 2017 as a result of the Reporting Person having met certain performance criteria.
- The RSUs vest as to 1/2 of the total number of shares on May 1, 2017 and thereafter will vest as to 1/4th of the total number of shares in equal annual installments beginning on March 24, 2018. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.
- The RSUs vest as to 5/16th of the total number of shares on May 1, 2017; 3/16th of the total number of shares on March 29, 2018; and thereafter will vest as to 1/4th of the total number of shares in equal annual installments beginning on March 29, 2019. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.
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