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