SEC Form 4 · accession 0001567619-18-000409
PROOFPOINT INC · PFPT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gary Steele
Officer — Chief Executive Officer · Director
Period of report
Aug 8, 2018
Accepted (ET)
Aug 10, 2018 · 4:40 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 8, 2018 | M | 33,015 | $5.48 | A | 121,589 | D | |
| Common Stock | Aug 8, 2018 | M | 16,985 | $7.98 | A | 138,574 | D | |
| Common StockF2,F3 | Aug 8, 2018 | S | 4,500 | $116.5204 | D | 134,074 | D | |
| Common StockF2,F4 | Aug 8, 2018 | S | 43,900 | $117.7106 | D | 90,174 | D | |
| Common StockF2,F5 | Aug 8, 2018 | S | 1,600 | $118.19 | D | 88,574 | D |
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)F6 | $5.48 | Aug 8, 2018 | M | 33,015 | D | — | Apr 29, 2021 | Common Stock | 33,015 | 0 | D |
| Employee Stock Option (right to buy)F6 | $7.98 | Aug 8, 2018 | M | 16,985 | D | — | Jan 23, 2022 | Common Stock | 16,985 | 95,484 | D |
| Restricted Stock UnitsF7,F8,F9 | $0.00 | holding | — | — | — | — | — | Common | 130,000 | 130,000 | 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 June 8, 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 $116.12 to $117.00 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.
- F4Represents the weighted average sales price per share. The shares sold at prices ranging from $117.12 to $118.11 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 $118.115 to $118.35 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.
- F6The stock option is immediately exercisable in full.
- F7Each restricted stock unit ("RSU") represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.
- F8The RSUs vest quarterly as to 1/4th of the total RSUs in equal installments, with the first 1/4th vesting on September 1, 2018. An additional 1/4th of the total RSUs will vest on each of December 1, 2018, March 1, 2019 and June 1, 2019. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.
- F9These RSUs were previously reported as common stock and are now being reported in Table II as derivative securities.