SEC Form 4 · accession 0001567619-18-003752
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
Oct 4, 2018
Accepted (ET)
Oct 5, 2018 · 5:09 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 | Oct 4, 2018 | M | 50,000 | $7.98 | A | 154,960 | D | |
| Common StockF2,F3 | Oct 4, 2018 | S | 28,000 | $97.8303 | D | 126,960 | D | |
| Common StockF2,F4 | Oct 4, 2018 | S | 7,300 | $98.9663 | D | 119,660 | D | |
| Common StockF2,F5 | Oct 4, 2018 | S | 8,200 | $99.5298 | D | 111,460 | D | |
| Common StockF2,F6 | Oct 4, 2018 | S | 6,500 | $100.6744 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F7 | $7.98 | Oct 4, 2018 | M | 45,484 | D | — | Jan 23, 2022 | Common Stock | 45,484 | 0 | D |
| Employee Stock Option (right to buy)F7 | $7.98 | Oct 4, 2018 | M | 4,516 | D | — | Jan 23, 2022 | Common Stock | 4,516 | 8,015 | 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 $97.32 to $98.29 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 $98.36 to $99.35 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.
- F5Represents the weighted average sales price per share. The shares sold at prices ranging from $99.37 to $99.70 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 $100.40 to $101.025 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.
- F7The stock option is immediately exercisable in full.