0001140361-17-018350.txt : 20170503 0001140361-17-018350.hdr.sgml : 20170503 20170503215529 ACCESSION NUMBER: 0001140361-17-018350 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170501 FILED AS OF DATE: 20170503 DATE AS OF CHANGE: 20170503 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PROOFPOINT INC CENTRAL INDEX KEY: 0001212458 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 510414846 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 892 ROSS DRIVE CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: 408-517-4710 MAIL ADDRESS: STREET 1: 892 ROSS DRIVE CITY: SUNNYVALE STATE: CA ZIP: 94089 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lee Robert Darren CENTRAL INDEX KEY: 0001634774 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35506 FILM NUMBER: 17811629 MAIL ADDRESS: STREET 1: C/O PROOFPOINT, INC. STREET 2: 892 ROSS DRIVE CITY: SUNNYVALE STATE: CA ZIP: 94089 FORMER NAME: FORMER CONFORMED NAME: Lee Darren DATE OF NAME CHANGE: 20150223 4 1 doc1.xml FORM 4 X0306 4 2017-05-01 0 0001212458 PROOFPOINT INC PFPT 0001634774 Lee Robert Darren C/O PROOFPOINT, INC. 892 ROSS DRIVE SUNNYVALE CA 94089 0 1 0 0 SVP, GM Archiving & Governance Common Stock 2017-05-01 4 M 0 1250 36 A 4131 D Common Stock 2017-05-01 4 M 0 2000 50.93 A 6131 D Common Stock 2017-05-01 4 S 0 3250 75.26 D 2881 D Common Stock 2017-05-01 4 M 0 2500 0 A 5381 D Common Stock 2017-05-01 4 M 0 625 0 A 6006 D Common Stock 2017-05-01 4 M 0 625 0 A 6631 D Common Stock 2017-05-01 4 F 0 1762 75.76 D 4869 D Non-qualified Stock Option (right to buy) 36 2017-05-01 4 M 0 1250 0 D 2024-03-26 Common Stock 1250 4841 D Non-qualified Stock Option (right to buy) 50.93 2017-05-01 4 M 0 2000 0 D 2026-04-08 Common Stock 2000 6000 D Restricted Stock Units 0 2017-05-01 4 A 0 5000 0 A Common Stock 5000 5000 D Restricted Stock Units 0 2017-05-01 4 A 0 2000 0 A Common Stock 2000 2000 D Restricted Stock Units 0 2017-05-01 4 A 0 2000 0 A Common Stock 2000 2000 D Restricted Stock Units 0 2017-05-01 4 M 0 2500 0 D Common Stock 2500 2500 D Restricted Stock Units 0 2017-05-01 4 M 0 625 0 D Common Stock 625 1375 D Restricted Stock Units 0 2017-05-01 4 M 0 625 0 D Common Stock 625 1375 D The transactions reported on this Form 4 were effected pursuant to a 10b5-1 trading plan with an effective date of June 9, 2016. The stock option is 100% vested and exercisable. The 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. Vesting of performance-based RSUs ("PRSUs") earned by the Reporting Person on May 1, 2017 as a result of the Reporting Person having met certain performance criteria. Exempt 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 or PRSUs. 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. Each RSU represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration. Represents PRSUs earned by the Reporting Person on May 1, 2017 as a result of the Reporting Person having met certain performance criteria. The RSUs vest as to 1/2 of the total number of shares on May 1, 2017 and thereafter will vest as to 1/4th of the total number of shares in equal annual installments beginning on March 24, 2018. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting. The RSUs vest as to 5/16th of the total number of shares on May 1, 2017; 3/16th of the total number of shares on March 29, 2018; and thereafter will vest as to 1/4th of the total number of shares in equal annual installments beginning on March 29, 2019. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting. /s/ Robert Darren Lee by Michael Yang, Attorney-in-Fact 2017-05-03