SEC Form 4 · accession 0001140361-17-027565
PROOFPOINT INC · PFPT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bhagwat Swaroop
Officer — EVP & GM, Protection
Period of report
Aug 18, 2016
Accepted (ET)
Jul 10, 2017 · 8:41 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 | Jul 1, 2017 | M | 11,875 | $0.00 | A | 13,161 | D | |
| Common Stock | Jul 1, 2017 | M | 4,000 | $0.00 | A | 17,161 | D | |
| Common Stock | Jul 1, 2017 | F | 6,866 | $86.83 | D | 10,295 | D | |
| Common StockF4,F5 | Jul 6, 2017 | S | 5,000 | $85.165 | D | 5,295 | 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 UnitsF6,F7 | $0.00 | Aug 18, 2016 | A | 47,500 | A | — | — | Common Stock | 47,500 | 47,500 | D |
| Restricted Stock UnitsF6,F8 | $0.00 | Aug 18, 2016 | A | 4,000 | A | — | — | Common Stock | 4,000 | 4,000 | D |
| Non-qualified Stock Option (right to buy)F9 | $77.50 | Aug 29, 2016 | A | 25,000 | A | — | Aug 29, 2026 | Common Stock | 25,000 | 25,000 | D |
| Restricted Stock UnitsF6,F7 | $0.00 | Jul 1, 2017 | M | 11,875 | D | — | — | Common Stock | 11,875 | 35,625 | D |
| Restricted Stock UnitsF6,F8 | $0.00 | Jul 1, 2017 | M | 4,000 | D | — | — | Common Stock | 4,000 | 0 | D |
Explanation of responses
- F1Vesting of restricted stock units ("RSUs") granted to the Reporting Person on August 18, 2016.
- 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 on this line 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.
- F3The transactions reported on this line were effected pursuant to a 10b5-1 trading plan adopted by the reporting person on March 6, 2017.
- F4Represents the aggregate of sales effected on the same day at different prices.
- F5Represents the weighted average sales price per share. The shares sold at prices ranging from $84.82 to $85.59 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.
- F6Each RSU represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.
- F7The RSUs vest as to 1/4th of the total number of shares in equal annual installments beginning on July 1, 2017. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.
- F8The RSUs vested as to 100% of the shares on July 1, 2017. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.
- F9The stock option will vest as to 1/4th of the total number of shares on July 1, 2017 and thereafter shall vest as to 1/48th of the total number of shares in equal monthly installments.