SEC Form 4 · accession 0001140361-17-018350
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
May 1, 2017
Accepted (ET)
May 3, 2017 · 9:55 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 | 1,250 | $36.00 | A | 4,131 | D | |
| Common Stock | May 1, 2017 | M | 2,000 | $50.93 | A | 6,131 | D | |
| Common Stock | May 1, 2017 | S | 3,250 | $75.26 | D | 2,881 | D | |
| Common Stock | May 1, 2017 | M | 2,500 | $0.00 | A | 5,381 | D | |
| Common Stock | May 1, 2017 | M | 625 | $0.00 | A | 6,006 | D | |
| Common Stock | May 1, 2017 | M | 625 | $0.00 | A | 6,631 | D | |
| Common Stock | May 1, 2017 | F | 1,762 | $75.76 | D | 4,869 | 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)F2 | $36.00 | May 1, 2017 | M | 1,250 | D | — | Mar 26, 2024 | Common Stock | 1,250 | 4,841 | D |
| Non-qualified Stock Option (right to buy)F3 | $50.93 | May 1, 2017 | M | 2,000 | D | — | Apr 8, 2026 | Common Stock | 2,000 | 6,000 | D |
| Restricted Stock UnitsF7,F6,F8 | $0.00 | May 1, 2017 | A | 5,000 | A | — | — | Common Stock | 5,000 | 5,000 | D |
| Restricted Stock UnitsF7,F6,F9 | $0.00 | May 1, 2017 | A | 2,000 | A | — | — | Common Stock | 2,000 | 2,000 | D |
| Restricted Stock UnitsF7,F6,F9 | $0.00 | May 1, 2017 | A | 2,000 | A | — | — | Common Stock | 2,000 | 2,000 | D |
| Restricted Stock UnitsF6,F8 | $0.00 | May 1, 2017 | M | 2,500 | D | — | — | Common Stock | 2,500 | 2,500 | D |
| Restricted Stock UnitsF6,F9 | $0.00 | May 1, 2017 | M | 625 | D | — | — | Common Stock | 625 | 1,375 | D |
| Restricted Stock UnitsF6,F9 | $0.00 | May 1, 2017 | M | 625 | D | — | — | Common Stock | 625 | 1,375 | D |
Explanation of responses
- F1The transactions reported on this Form 4 were effected pursuant to a 10b5-1 trading plan with an effective date of June 9, 2016.
- F2The stock option is 100% vested and exercisable.
- F3The stock option vested and became exercisable as to 1/4th of the total number of shares on February 1, 2017 and thereafter shall vest and become exercisable as to 1/48th of the total number of shares in equal monthly installments.
- F4Vesting 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.
- F5Exempt 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.
- F6Each RSU represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.
- F7Represents PRSUs earned by the Reporting Person on May 1, 2017 as a result of the Reporting Person having met certain performance criteria.
- F8The 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.
- F9The 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.