SEC Form 4 · accession 0001140361-18-031928
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
Jul 1, 2018
Accepted (ET)
Jul 9, 2018 · 4:11 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, 2018 | M | 11,875 | $0.00 | A | 13,784 | D | |
| Common Stock | Jul 1, 2018 | F | 5,245 | $115.31 | D | 8,539 | D | |
| Common Stock | Jul 6, 2018 | S | 4,000 | $116.28 | D | 4,539 | 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 UnitsF4,F5 | $0.00 | Jul 1, 2018 | M | 11,875 | D | — | — | Common Stock | 11,875 | 23,750 | 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, 2018.
- F4Each RSU represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.
- F5The 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.