SEC Form 4 · accession 0001567619-18-002147
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
Sep 1, 2018
Accepted (ET)
Sep 5, 2018 · 4:55 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 | Sep 1, 2018 | M | 32,500 | $0.00 | A | 121,074 | D | |
| Common Stock | Sep 1, 2018 | F | 16,114 | $118.65 | D | 104,960 | D | |
| Common Stock | Sep 4, 2018 | S | 50,000 | $7.98 | A | 154,960 | D | |
| Common StockF4,F5 | Sep 4, 2018 | S | 28,214 | $116.7194 | D | 126,746 | D | |
| Common StockF4,F6 | Sep 4, 2018 | S | 21,786 | $117.5767 | D | 104,960 | 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 UnitsF7,F8 | $0.00 | Sep 1, 2018 | M | 32,500 | D | — | — | Common | 32,500 | 97,500 | D |
| Employee Stock Option (right to buy)F9 | $7.98 | Sep 4, 2018 | M | 50,000 | D | — | Jan 23, 2022 | Common Stock | 50,000 | 45,484 | D |
Explanation of responses
- F1Vesting of restricted stock units ("RSUs") granted to the Reporting Person on June 8, 2018.
- 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 row 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. The Reporting Person did not sell or otherwise dispose of any of the shares reported on this row for any reason other than to cover required taxes.
- F3The transactions reported on this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the reporting person on June 8, 2018.
- F4Represents the aggregate of sales effected on the same day at different prices.
- F5Represents the weighted average sales price per share. The shares sold at prices ranging from $116.18 to $117.175 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.
- F6Represents the weighted average sales price per share. The shares sold at prices ranging from $117.19 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.
- F7Each 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.
- F9The stock option is immediately exercisable in full.