SEC Form 4 · accession 0001140361-18-002453
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
Jan 17, 2018
Accepted (ET)
Jan 18, 2018 · 6:00 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 | Jan 17, 2018 | M | 6,558 | $57.49 | A | 23,376 | D | |
| Common Stock | Jan 17, 2018 | M | 1,625 | $50.93 | A | 25,001 | D | |
| Common StockF2,F3 | Jan 17, 2017 | S | 3,600 | $95.9663 | D | 21,401 | D | |
| Common StockF2,F4 | Jan 17, 2018 | S | 3,500 | $96.8552 | D | 17,901 | D | |
| Common StockF2,F5 | Jan 17, 2018 | S | 1,083 | $97.4555 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-qualified Stock Option (right to buy)F6 | $57.49 | Jan 17, 2018 | M | 6,558 | D | — | Apr 6, 2025 | Common Stock | 6,558 | 5,687 | D |
| Non-qualified Stock Option (right to buy)F7 | $50.93 | Jan 17, 2018 | M | 1,625 | D | — | Apr 8, 2026 | Common Stock | 1,625 | 14,375 | D |
Explanation of responses
- F1The transactions reported on this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the reporting person on March 9, 2017.
- 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 $95.36 to $96.35 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 $96.38 to $97.37 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 $97.39 to $97.51 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.
- F6The stock option vests as to 1/4th of the total number of shares on February 1, 2016 and thereafter shall vest as to 1/48th of the total number of shares in equal monthly installments.
- F7The stock option vests as to 1/4th of the total number of shares on February 1, 2017 and thereafter shall vest as to 1/48th of the total number of shares in equal monthly installments.