SEC Form 4 · accession 0001140361-17-018345
PROOFPOINT INC · PFPT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gary Steele
Officer — Chief Executive Officer · Director
Period of report
May 1, 2017
Accepted (ET)
May 3, 2017 · 9:41 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 | May 1, 2017 | M | 14,500 | $0.00 | A | 51,398 | D | |
| Common Stock | May 1, 2017 | M | 4,937 | $0.00 | A | 56,335 | D | |
| Common Stock | May 1, 2017 | M | 4,937 | $0.00 | A | 61,272 | D | |
| Common Stock | May 1, 2017 | F | 12,721 | $75.76 | D | 48,551 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF4,F3,F5 | $0.00 | May 1, 2017 | A | 29,000 | A | — | — | Common Stock | 29,000 | 29,000 | D |
| Restricted Stock UnitsF4,F3,F6 | $0.00 | May 1, 2017 | A | 15,800 | A | — | — | Common Stock | 15,800 | 15,800 | D |
| Restricted Stock UnitsF4,F3,F6 | $0.00 | May 1, 2017 | A | 15,800 | A | — | — | Common Stock | 15,800 | 15,800 | D |
| Restricted Stock UnitsF3,F5 | $0.00 | May 1, 2017 | M | 14,500 | D | — | — | Common Stock | 14,500 | 14,500 | D |
| Restricted Stock UnitsF3,F6 | $0.00 | May 1, 2017 | M | 4,937 | D | — | — | Common Stock | 4,937 | 10,863 | D |
| Restricted Stock UnitsF3,F6 | $0.00 | May 1, 2017 | M | 4,937 | D | — | — | Common Stock | 4,937 | 10,863 | D |
Explanation of responses
- F1Vesting of performance-based RSUs ("PRSUs") earned by the Reporting Person on May 1, 2017 as a result of the Reporting Person having met certain performance criteria.
- F2Exempt 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 or PRSUs. 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.
- F3Each RSU represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.
- F4Represents PRSUs earned by the Reporting Person on May 1, 2017 as a result of the Reporting Person having met certain performance criteria.
- F5The RSUs vest as to 1/2 of the total number of shares on May 1, 2017 and thereafter will vest as to 1/4th of the total number of shares in equal annual installments beginning on March 24, 2018. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.
- F6The RSUs vest as to 5/16th of the total number of shares on May 1, 2017; 3/16th of the total number of shares on March 29, 2018; and thereafter will vest as to 1/4th of the total number of shares in equal annual installments beginning on March 29, 2019. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.