SEC Form 4 · accession 0001567619-19-002394
PROOFPOINT INC · PFPT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bhagwat Swaroop
Officer — EVP & GM, Protection
Period of report
Feb 1, 2019
Accepted (ET)
Feb 5, 2019 · 4:44 pm EST
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 | Feb 1, 2019 | M | 2,000 | $0.00 | A | 2,905 | D | |
| Common Stock | Feb 1, 2019 | M | 2,000 | $0.00 | A | 4,905 | D | |
| Common Stock | Feb 1, 2019 | F | 1,434 | $114.51 | D | 3,471 | D | |
| Common Stock | Feb 2, 2019 | M | 750 | $0.00 | A | 4,221 | D | |
| Common Stock | Feb 2, 2019 | M | 750 | $0.00 | A | 4,971 | D | |
| Common Stock | Feb 2, 2019 | F | 520 | $114.51 | D | 4,451 | 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 UnitsF5,F6 | $0.00 | Feb 1, 2019 | M | 2,000 | D | — | — | Common Stock | 2,000 | 4,000 | D |
| Restricted Stock UnitsF5,F7 | $0.00 | Feb 1, 2019 | M | 2,000 | D | — | — | Common Stock | 2,000 | 6,000 | D |
| Restricted Stock UnitsF5,F8 | $0.00 | Feb 2, 2019 | M | 750 | D | — | — | Common Stock | 750 | 2,000 | D |
| Restricted Stock UnitsF5,F8 | $0.00 | Feb 2, 2019 | M | 750 | D | — | — | Common Stock | 750 | 2,000 | D |
Explanation of responses
- F1Vesting of restricted stock units ("RSUs") granted to the Reporting Person on February 2, 2017.
- F2Vesting of RSUs granted to the Reporting Person on March 19, 2018.
- F3Exempt 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 in this Form 4 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 Form 4 for any reason other than to cover required taxes.
- F4Vesting of performance-based RSUs earned by the Reporting Person on June 1, 2018 as a result of the Reporting Person having met certain performance criteria.
- F5Each RSU represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.
- F6The RSUs vest as to 1/4th of the total number of shares on February 1, 2018 and thereafter will vest as to 1/4th of the total number of shares in equal annual installments. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.
- F7The RSUs vested as to 1/4th of the total number of shares on February 1, 2019 and thereafter will vest as to 1/4th of the total number of shares in equal annual installments. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.
- F8The RSUs vested as to 5/16th of the total number of shares on June 1, 2018; 3/16th of the total number of shares on February 2, 2019; and thereafter will vest as to 1/4th of the total number of shares in equal annual installments beginning on February 2, 2020. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.