0001567619-19-007592.txt : 20190325 0001567619-19-007592.hdr.sgml : 20190325 20190325181643 ACCESSION NUMBER: 0001567619-19-007592 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190324 FILED AS OF DATE: 20190325 DATE AS OF CHANGE: 20190325 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: 19703658 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 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 4 1 doc1.xml FORM 4 X0306 4 2019-03-24 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 2019-03-24 4 M 0 1250 0 A 1250 D Common Stock 2019-03-24 4 M 0 1250 0 A 2500 D Common Stock 2019-03-24 4 F 0 1108 119.9 D 1392 D Restricted Stock Units 0 2019-03-24 4 M 0 1250 0 D Common Stock 1250 0 D Restricted Stock Units 0 2019-03-24 4 M 0 1250 0 D Common Stock 1250 0 D Vesting of restricted stock units ("RSUs") earned by the Reporting Person on June 21, 2016 as a result of the Reporting Person having met certain performance criteria. Vesting of RSUs 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. 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. The RSUs vest as to 1/4th of the total number of shares on June 21, 2016 and thereafter will vest as to 1/4th of the total number of shares in equal annual installments beginning on March 24, 2017. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting. 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. /s/ Robert Darren Lee by Michael Yang, Attorney-in-Fact 2019-03-25