SEC Form 4 · accession 0001140361-17-032729
PROOFPOINT INC · PFPT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Tracey Newell
Officer — EVP, Worldwide Sales
Period of report
Aug 16, 2017
Accepted (ET)
Aug 18, 2017 · 5:31 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 | Aug 16, 2017 | M | 18,750 | $0.00 | A | 25,762 | D | |
| Common Stock | Aug 16, 2017 | F | 8,944 | $89.01 | D | 16,818 | D | |
| Common Stock | Aug 17, 2017 | M | 8,183 | $29.44 | A | 25,001 | D | |
| Common StockF4,F5 | Aug 17, 2017 | S | 3,385 | $87.8814 | D | 21,616 | D | |
| Common StockF4,F6 | Aug 17, 2017 | S | 3,798 | $88.9549 | D | 17,818 | D | |
| Common StockF4,F7 | Aug 17, 2017 | S | 1,000 | $89.6351 | D | 16,818 | 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 UnitsF8,F9 | $0.00 | Aug 16, 2017 | M | 18,750 | D | — | — | Common Stock | 18,750 | 0 | D |
| Non-qualified Stock Option (right to buy)F10 | $29.44 | Aug 17, 2017 | M | 8,183 | D | — | Oct 11, 2023 | Common Stock | 8,183 | 3,352 | D |
Explanation of responses
- F1Vesting of restricted stock units ("RSUs") granted to the Reporting Person on October 1, 2013.
- F10The stock option vested as to 1/4th of the total number of shares on August 16, 2014 and thereafter vest as to 1/48th of the total number of shares in equal monthly installments.
- 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. 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.
- F3The transactions reported on this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the reporting person on March 9, 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 $87.43 to $88.40 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 $88.44 to $89.40 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.
- F7Represents the weighted average sales price per share. The shares sold at prices ranging from $89.47 to $89.725 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.
- F8Each RSU represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.
- F9The RSUs vested as to 1/4th of the total number of shares on August 16, 2014 and thereafter vest as to 1/4th of the total number of shares in equal annual installments. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.