SEC Form 4 · accession 0001140361-18-009495
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 8, 2017
Accepted (ET)
Feb 21, 2018 · 9:08 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 StockF1 | May 8, 2017 | S | 5,711 | $81.45 | D | 3,837 | D | |
| Common Stock | Feb 16, 2018 | M | 4,841 | $36.00 | A | 8,678 | D | |
| Common Stock | Feb 16, 2018 | M | 1,750 | $57.49 | A | 10,428 | D | |
| Common Stock | Feb 16, 2018 | M | 2,000 | $50.93 | A | 12,428 | D | |
| Common Stock | Feb 16, 2018 | S | 12,428 | $105.2132 | D | 0 | 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 | Feb 16, 2018 | M | 4,841 | D | — | Mar 26, 2024 | Common Stock | 4,841 | 0 | D |
| Non-qualified Stock Option (right to buy)F3 | $57.49 | Feb 16, 2018 | M | 1,750 | D | — | Apr 6, 2025 | Common Stock | 1,750 | 1,500 | D |
| Non-qualified Stock Option (right to buy)F4 | $50.93 | Feb 16, 2018 | M | 2,000 | D | — | Apr 8, 2026 | Common Stock | 2,000 | 4,000 | D |
Explanation of responses
- F1The Form 3 filed by the Reporting Person with the U.S. Securities and Exchange Commission on February 25, 2015 inadvertently excluded 842 shares of the Issuer's common stock directly held by the Reporting Person. The number of shares reported in this box is the corrected number held by the Reporting Person following the transaction reported on this line of this Form 4.
- 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, 2016 and thereafter shall vest and become exercisable as to 1/48th of the total number of shares in equal monthly installments.
- F4The 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.