SEC Form 4 · accession 0001567619-18-002292

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

Sep 5, 2018

Accepted (ET)

Sep 7, 2018 · 4:06 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 5, 2018	M	5,000	$7.98	A	64,497	D
Common Stock^F2,F3	Sep 5, 2018	S	788	$115.2667	D	63,710	D
Common Stock^F2,F4	Sep 5, 2018	S	3,575	$115.9698	D	60,135	D
Common Stock^F2,F5	Sep 5, 2018	S	325	$116.6642	D	59,810	D
Common Stock^F2,F6	Sep 5, 2018	S	263	$118.19	D	59,547	D
Common Stock^F2,F7	Sep 5, 2018	S	25	$118.66	D	59,522	D
Common Stock^F2,F8	Sep 5, 2018	S	25	$120.095	D	59,497	D
Common Stock^F2,F3	Sep 5, 2018	S	5,513	$115.2667	D	440,886	I	By family trust
Common Stock^F2,F4	Sep 5, 2018	S	25,025	$115.9698	D	415,861	I	By family trust
Common Stock^F2,F5	Sep 5, 2018	S	2,275	$116.6642	D	413,586	I	By family trust
Common Stock^F2,F6	Sep 5, 2018	S	1,838	$118.19	D	411,748	I	By family trust
Common Stock^F2,F7	Sep 5, 2018	S	175	$118.66	D	411,573	I	By family trust
Common Stock^F2,F8	Sep 5, 2018	S	175	$120.095	D	411,398	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)^F9	$7.98	Sep 5, 2018	M	5,000	D	—	Jan 23, 2022	Common Stock	5,000	0	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 $114.51 to $115.49 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 $115.51 to $116.50 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 $116.51 to $117.35 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.
F6Represents the weighted average sales price per share. The shares sold at prices ranging from $117.61 to $118.57 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.
F7Represents the weighted average sales price per share. The shares sold at prices ranging from $118.61 to $118.71 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.
F8Represents the weighted average sales price per share. The shares sold at prices ranging from $120.07 to $120.12 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.
F9The stock option is immediately exercisable in full.