SEC Form 4 · accession 0001567619-19-002667
PROOFPOINT INC · PFPT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert Darren Lee
Officer — SVP, GM Archiving & Governance
Period of report
Feb 7, 2019
Accepted (ET)
Feb 7, 2019 · 6:07 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 7, 2019 | M | 1,000 | $57.49 | A | 6,698 | D | |
| Common Stock | Feb 7, 2019 | M | 1,333 | $50.93 | A | 8,031 | D | |
| Common Stock | Feb 7, 2019 | S | 2,333 | $114.4701 | D | 5,698 | D | |
| Common StockF1,F2 | Feb 7, 2019 | S | 5,698 | $114.4074 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-qualified Stock Option (right to buy)F3 | $57.49 | Feb 7, 2019 | M | 1,000 | D | — | Apr 6, 2025 | Common Stock | 1,000 | 0 | D |
| Non-qualified Stock Option (right to buy)F4 | $50.93 | Feb 7, 2019 | M | 1,333 | D | — | Apr 8, 2026 | Common Stock | 1,333 | 2,000 | D |
Explanation of responses
- F1Represents the aggregate of sales effected on the same day at different prices.
- F2Represents the weighted average sales price per share. The shares sold at prices ranging from $114.40 to $114.45 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.
- F3The stock option vested and became exercisable as to 1/4th of the total number of shares on February 1, 2016 and thereafter shall vest and become exercisable as to 1/48th of the total number of shares in equal monthly installments.
- F4The stock option vested and became exercisable as to 1/4th of the total number of shares on February 1, 2017 and thereafter shall vest and become exercisable as to 1/48th of the total number of shares in equal monthly installments.