SEC Form 4 · accession 0001140361-15-027217
PROOFPOINT INC · PFPT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul R. Auvil III
Officer — Chief Financial Officer
Period of report
Jul 7, 2015
Accepted (ET)
Jul 9, 2015 · 7:53 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 StockF2 | Jul 7, 2015 | M | 50,000 | $3.88 | A | 501,180 | D | |
| Common StockF3,F4 | Jul 7, 2015 | S | 25,400 | $61.3517 | D | 475,780 | D | |
| Common StockF3,F5 | Jul 7, 2015 | S | 24,300 | $61.9203 | D | 451,480 | D | |
| Common StockF3,F6 | Jul 7, 2015 | S | 300 | $63.4467 | D | 451,180 | 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)F7 | $3.88 | Jul 7, 2015 | M | 50,000 | D | — | Mar 9, 2020 | Common Stock | 50,000 | 74,227 | D |
Explanation of responses
- F1The transaction reported on this Form 4 was effected pursuant to a 10b5-1 trading plan adopted by the reporting person on December 2, 2014.
- F2Due to an administrative error, the Form 3 filed by the Reporting Person with the U.S. Securities and Exchange Commission on April 19, 2012 misreported the total number of shares held by the Reporting Person as 541,938 shares, rather than the correct number of 541,398 shares. The number of shares reported in this box is the corrected number held by the Reporting Person following the transaction reported on this line of this Form 4.
- F3Represents the aggregate of sales effected on the same day at different prices.
- F4Represents the weighted average sales price per share. The shares sold at prices ranging from $60.73 to $61.725 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.
- F5Represents the weighted average sales price per share. The shares sold at prices ranging from $61.73 to $62.67 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.
- F6Represents the weighted average sales price per share. The shares sold at prices ranging from $63.40 to $63.47 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.
- F7The stock option is immediately exercisable in full.