SEC Form 4 · accession 0001140361-15-014820
PROOFPOINT INC · PFPT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert Darren Lee
Officer — SVP, GM Archiving & Governance
Period of report
Apr 6, 2015
Accepted (ET)
Apr 8, 2015 · 7:19 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001212458
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Apr 8, 2015 | M | 7,000 | $36.00 | A | 7,000 | D | |
| Common StockF2,F3 | Apr 8, 2015 | S | 3,459 | $59.5646 | D | 3,541 | D | |
| Common StockF2,F4 | Apr 8, 2015 | S | 3,541 | $60.0788 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-qualified Stock Option (right to buy)F5 | $57.49 | Apr 6, 2015 | A | 6,000 | A | — | Apr 6, 2025 | Common Stock | 6,000 | 6,000 | D |
| Non-qualified Stock Option (right to buy)F6 | $36.00 | Apr 8, 2015 | M | 7,000 | D | — | Mar 26, 2024 | Common Stock | 7,000 | 18,000 | D |
Explanation of responses
- F1The transactions reported on this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the reporting person on March 4, 2015.
- F2Represents the aggregate of sales effected on the same day at different prices.
- F3Represents the weighted average sales price per share. The shares sold at prices ranging from $59.01 to $59.90 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.
- F4Represents the weighted average sales price per share. The shares sold at prices ranging from $60.02 to $60.28 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.
- F5The stock option will vest as to 1/4th of the total number of shares on February 1, 2016 and thereafter shall vest as to 1/48th of the total number of shares in equal monthly installments.
- F6The stock option is immediately exercisable in full.