SEC Form 4 · accession 0001140361-18-035447
PROOFPOINT INC · PFPT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul R. Auvil III
Officer — Chief Financial Officer
Period of report
Aug 1, 2018
Accepted (ET)
Aug 3, 2018 · 6:31 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 1, 2018 | M | 3,479 | $5.48 | A | 79,528 | D | |
| Common Stock | Aug 1, 2018 | M | 19,969 | $7.98 | A | 99,497 | D | |
| Common StockF2,F3 | Aug 1, 2018 | S | 18,999 | $112.5853 | D | 80,498 | D | |
| Common StockF2,F4 | Aug 1, 2018 | S | 21,001 | $114.7088 | D | 59,497 | D | |
| Common Stock | holding | — | — | — | 446,398 | I | By family trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F5 | $5.48 | Aug 1, 2018 | M | 3,479 | D | — | Apr 29, 2021 | Common Stock | 3,479 | 0 | D |
| Employee Stock Option (right to buy)F5 | $7.98 | Aug 1, 2018 | M | 19,969 | D | — | Jan 23, 2022 | Common Stock | 19,969 | 5,000 | D |
| Restricted Stock UnitsF6,F7,F8 | $0.00 | holding | — | — | — | — | — | Common Stock | 50,000 | 50,000 | D |
Explanation of responses
- F1The transaction reported on this Form 4 was effected pursuant to a 10b5-1 trading plan adopted by the reporting person on June 4, 2018.
- 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 $112.26 to $113.08 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 $114.14 to $115.00 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.
- F5The stock option is immediately exercisable in full.
- F6Each restricted stock unit ("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 June 1, 2019. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.
- F8These RSUs were previously reported as common stock and are now being reported in Table II as derivative securities.