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Filing Details

Accession Number:: 0001567619-18-002147
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-09-05 16:55:58
Reporting Period:: 2018-09-01

Accepted Time:: 2018-09-05 16:55:58
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
1547434	Gary Steele	C/O Proofpoint, Inc. 892 Ross Drive Sunnyvale CA 94089	Chief Executive Officer	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2018-09-01	32,500	$0.00	121,074	No	4	M	Direct
Common Stock	Disposition	2018-09-01	16,114	$118.65	104,960	No	4	F	Direct
Common Stock	Acquisiton	2018-09-04	50,000	$7.98	154,960	No	4	S	Direct
Common Stock	Disposition	2018-09-04	28,214	$116.72	126,746	No	4	S	Direct
Common Stock	Disposition	2018-09-04	21,786	$117.58	104,960	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	F	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common	Restricted Stock Units	Disposition	2018-09-01	32,500	$0.00	32,500	$0.00
Common Stock	Employee Stock Option (right to buy)	Disposition	2018-09-04	50,000	$0.00	50,000	$7.98

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
97,500			No	4	M	Direct
45,484		2022-01-23	No	4	M	Direct

Footnotes

Vesting of restricted stock units ("RSUs") granted to the Reporting Person on June 8, 2018.
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 on this row 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. The Reporting Person did not sell or otherwise dispose of any of the shares reported on this row for any reason other than to cover required taxes.
The transactions reported on this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the reporting person on June 8, 2018.
Represents the aggregate of sales effected on the same day at different prices.
Represents the weighted average sales price per share. The shares sold at prices ranging from $116.18 to $117.175 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.
Represents the weighted average sales price per share. The shares sold at prices ranging from $117.19 to $118.11 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.
Each RSU represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.
The RSUs vest quarterly as to 1/4th of the total RSUs in equal installments, with the first 1/4th vesting on September 1, 2018. An additional 1/4th of the total RSUs will vest on each of December 1, 2018, March 1, 2019 and June 1, 2019. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.
The stock option is immediately exercisable in full.