Filing Details
- Accession Number:
- 0001567619-20-002098
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2020-02-04 16:22:42
- Reporting Period:
- 2020-02-01
- Accepted Time:
- 2020-02-04 16:22:42
- 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 |
|---|---|---|---|---|---|---|---|
| 1410972 | Iii R. Paul Auvil | C/O Proofpoint, Inc. 892 Ross Drive Sunnyvale CA 94089 | Chief Financial Officer | 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 | 2020-02-01 | 4,000 | $0.00 | 86,510 | No | 4 | M | Direct | |
| Common Stock | Acquisiton | 2020-02-01 | 5,000 | $0.00 | 91,510 | No | 4 | M | Direct | |
| Common Stock | Acquisiton | 2020-02-01 | 4,150 | $0.00 | 95,660 | No | 4 | M | Direct | |
| Common Stock | Acquisiton | 2020-02-01 | 4,000 | $0.00 | 99,660 | No | 4 | M | Direct | |
| Common Stock | Disposition | 2020-02-01 | 7,349 | $122.81 | 92,311 | No | 4 | F | Direct | |
| Common Stock | Acquisiton | 2020-02-02 | 2,500 | $0.00 | 94,811 | No | 4 | M | Direct | |
| Common Stock | Acquisiton | 2020-02-02 | 2,500 | $0.00 | 97,311 | No | 4 | M | Direct | |
| Common Stock | Disposition | 2020-02-02 | 2,480 | $122.81 | 94,831 | No | 4 | F | Direct | |
| Common Stock | Disposition | 2020-02-03 | 15,168 | $120.46 | 396,230 | No | 4 | S | Indirect | By family trust |
| Common Stock | Disposition | 2020-02-03 | 3,732 | $121.34 | 392,498 | No | 4 | S | Indirect | By family trust |
| Common Stock | Disposition | 2020-02-03 | 5,700 | $122.75 | 389,798 | No | 4 | S | Indirect | By family trust |
| Common Stock | Disposition | 2020-02-03 | 400 | $123.54 | 386,398 | No | 4 | S | Indirect | By family trust |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | M | Direct | |
| No | 4 | M | Direct | |
| No | 4 | M | Direct | |
| No | 4 | M | Direct | |
| No | 4 | F | Direct | |
| No | 4 | M | Direct | |
| No | 4 | M | Direct | |
| No | 4 | F | Direct | |
| No | 4 | S | Indirect | By family trust |
| No | 4 | S | Indirect | By family trust |
| No | 4 | S | Indirect | By family trust |
| No | 4 | S | Indirect | By family trust |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock | Restricted Stock Units | Disposition | 2020-02-01 | 4,000 | $0.00 | 4,000 | $0.00 |
| Common Stock | Restricted Stock Units | Disposition | 2020-02-01 | 5,000 | $0.00 | 5,000 | $0.00 |
| Common Stock | Restricted Stock Units | Disposition | 2020-02-01 | 4,150 | $0.00 | 4,150 | $0.00 |
| Common Stock | Restricted Stock Units | Disposition | 2020-02-01 | 4,000 | $0.00 | 4,000 | $0.00 |
| Common Stock | Restricted Stock Units | Disposition | 2020-02-02 | 2,500 | $0.00 | 2,500 | $0.00 |
| Common Stock | Restricted Stock Units | Disposition | 2020-02-02 | 2,500 | $0.00 | 2,500 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 0 | No | 4 | M | Direct | ||
| 5,000 | No | 4 | M | Direct | ||
| 8,300 | No | 4 | M | Direct | ||
| 12,000 | No | 4 | M | Direct | ||
| 2,500 | No | 4 | M | Direct | ||
| 2,500 | No | 4 | M | Direct |
Footnotes
- Vesting of restricted stock units ("RSUs") previously granted to the Reporting Person.
- 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. 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.
- This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.
- Represents the weighted average sale price. The lowest price at which shares were sold was $120.13 and the highest price at which shares were sold was $121.13. The reporting person undertakes to provide upon request to the staff of the Securities Exchange Commission, the issuer or its stockholders, full information regarding the total number of shares sold at each separate price within the ranges set forth in footnotes 4, 5, 6 and 7 to this Form 4.
- Represents the weighted average sale price. The lowest price at which shares were sold was $121.15 and the highest price at which shares were sold was $122.14.
- Represents the weighted average sale price. The lowest price at which shares were sold was $122.26 and the highest price at which shares were sold was $123.12.
- Represents the weighted average sale price. The lowest price at which shares were sold was $123.31 and the highest price at which shares were sold was $123.90.
- Each RSU represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.
- The RSUs will vest as to 1/4th of the total number of shares on February 1, 2017 and thereafter will vest as to 1/4th of the total number of shares in equal annual installments. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.
- The RSUs will vest as to 1/4th of the total number of shares on February 1, 2018 and thereafter will vest as to 1/4th of the total number of shares in equal annual installments. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.
- The RSUs will vest as to 1/4th of the total number of shares on February 1, 2019 and thereafter will vest as to 1/4th of the total number of shares in equal annual installments. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.
- The RSUs will vest as to 1/4th of the total number of shares on February 1, 2020 and thereafter will vest as to 1/4th of the total number of shares in equal annual installments. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.
- The performance-based RSUs were earned by the Reporting Person on June 1, 2018 as a result of the Reporting Person having met certain performance criteria. The RSUs vested as to 5/16th of the total number of shares on June 1, 2018; 3/16th of the total number of shares on February 2, 2019; and thereafter will vest as to 1/4th of the total number of shares in equal annual installments beginning on February 2, 2020. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.
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