SEC Form 4 · accession 0001567619-19-000323
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
Dec 31, 2018
Accepted (ET)
Jan 3, 2019 · 4:57 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001212458
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Time-based Restricted Stock UnitsF1 | — | Dec 31, 2018 | A | 225,091 | A | — | — | Common Stock | 225,091 | 225,091 | D |
| Performance-based Restricted Stock UnitsF2 | — | Dec 31, 2018 | A | 225,090 | A | — | — | Common Stock | 225,090 | 225,090 | D |
Explanation of responses
- F1Each time-based restricted stock unit ("RSU") represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration. One-quarter of the time-based RSUs vest annually at each of the four annual anniversaries from the grant date, subject to the continuing service of the Reporting Person on each vesting date.
- F2Each performance-based RSU represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration. The performance-based RSUs will be earned and will vest upon satisfaction of certain performance criteria relating to revenue and free cash flow, subject to the continuing service of the Reporting Person on the vesting date.