0001209191-21-054037.txt : 20210831 0001209191-21-054037.hdr.sgml : 20210831 20210831141302 ACCESSION NUMBER: 0001209191-21-054037 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210831 FILED AS OF DATE: 20210831 DATE AS OF CHANGE: 20210831 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Seka Leyla D. CENTRAL INDEX KEY: 0001783241 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35506 FILM NUMBER: 211226539 MAIL ADDRESS: STREET 1: C/O PROOFPOINT, INC. STREET 2: 892 ROSS DRIVE CITY: SUNNYVALE STATE: CA ZIP: 94089 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: 925 W. MAUDE AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94085 BUSINESS PHONE: 408-517-4710 MAIL ADDRESS: STREET 1: 925 W. MAUDE AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94085 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-08-31 1 0001212458 PROOFPOINT INC PFPT 0001783241 Seka Leyla D. C/O PROOFPOINT, INC. 925 WEST MAUDE AVENUE SUNNYVALE CA 94089 1 0 0 0 Common Stock 2021-08-31 4 D 0 5272 176.00 D 0 D On April 25, 2021, Proofpoint, Inc. (the "Company") entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the "Merger Agreement") with Project Kafka Parent, LLC ("Parent") and Project Kafka Merger Sub, Inc., a wholly-owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub was merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, all shares of Company common stock outstanding immediately prior to the effective time of the Merger (the "Effective Time"), were canceled and converted automatically into the right to receive $176.00 in cash. Pursuant to the Merger Agreement, immediately prior to the Effective Time, each unvested and outstanding restricted stock unit (each, an "Unvested Company RSU") was cancelled and converted into the right to receive an amount in cash equal to the product obtained by multiplying (x) the total number of shares of the Company's common stock underlying such Unvested Company RSU, by (y) $176.00, in each case subject to the same vesting schedule, termination terms and other conditions as such Unvested Company RSU was subject to immediately prior to the Effective Time, subject to the holder's continued service with the Parent or its affiliates. Includes 1,299 Unvested Company RSUs. /s/ Leyla D. Seka, by Michael Yang, Attorney-in-Fact 2021-08-31