SEC Form 4 · accession 0001140361-17-008950
PROOFPOINT INC · PFPT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Eric Hahn
Director · Other
Period of report
Feb 21, 2017
Accepted (ET)
Feb 23, 2017 · 9:56 pm EST
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 | Feb 21, 2017 | M | 12,835 | $2.30 | A | 129,050 | D | |
| Common StockF2,F3 | Feb 21, 2017 | S | 4,087 | $83.0282 | D | 124,963 | D | |
| Common StockF2,F4 | Feb 21, 2017 | S | 45,810 | $83.6877 | D | 79,153 | D | |
| Common StockF2,F5,F6 | Feb 21, 2017 | S | 413 | $83.0286 | D | 213,305 | I | By Family Trust |
| Common StockF2,F7,F6 | Feb 21, 2017 | S | 4,690 | $83.687 | D | 208,615 | I | By Family Trust |
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)F8 | $2.30 | Feb 21, 2017 | M | 12,835 | D | — | Jul 18, 2017 | Common Stock | 12,835 | 0 | D |
Explanation of responses
- F1These transactions were effected pursuant to a 10b5-1 trading plan adopted by the reporting person on December 5, 2016.
- 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 $82.32 to $83.31 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 $83.32 to $84.285 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 $82.32 to $83.31 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.
- F6Shares directly held by the Hahn Family Trust dated 10/20/1999, of which the Reporting Person is a trustee and may be deemed to share voting and dispositive power over these shares.
- F7Represents the weighted average sales price per share. The shares sold at prices ranging from $83.32 to $84.285 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.
- F8The stock option is immediately exercisable in full.