Form Type: 4

SEC EDGAR Link
Accession Number:0001140361-15-003192
Date:2014-08-16
Issuer: PROOFPOINT INC (PFPT)
Original Submission Date:

Reporting Person:

NEWELL TRACEY
C/O PROOFPOINT, INC.
892 ROSS DRIVE SUNNYVALE, CA 94089

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2014-08-16 M 18,750 a $0.00 18,750 direct
COMMON STOCK 2014-08-16 F 7,046 d $39.04 11,704 direct
COMMON STOCK 2015-01-27 M 2,500 a $29.44 14,204 direct
COMMON STOCK 2015-01-27 S 3,500 d $51.61 10,704 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
RESTRICTED STOCK UNITS 0.0 2014-08-16 deemed execution date M 18,750 (d) common stock 18,750 $0.00 56,250 direct
NON-QUALIFIED STOCK OPTION (RIGHT TO BUY) 29.44 2015-01-27 deemed execution date M 2,500 (d) 2023-10-10 common stock 2,500 $29.44 172,500 direct
Footnotes
IDfootnote
f1 vesting of restricted stock units ("rsus") originally reported by the reporting person in a form 4 filed with the u.s. securities and exchange commission on november 27, 2013.
f2 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 on this line 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.
f3 the transactions reported on this form 4 were effected pursuant to a 10b5-1 trading plan adopted by the reporting person on november 4, 2014.
f4 represents the aggregate of sales effected on the same day at different prices.
f5 represents the weighted average sales price per share. the shares sold at prices ranging from $51.48 to $51.87 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.
f6 each rsu represents a contingent right to receive 1 share of the issuer's common stock upon settlement for no consideration.
f7 the rsus vested as to 1/4th of the total number of shares on august 16, 2014 and thereafter will vest as to 1/4th of the total number of shares in equal annual installments. shares of the issuer's common stock will be delivered to the reporting person following vesting.
f8 the stock option vested as to 1/4th of the total number of shares on august 16, 2014 and thereafter vest as to 1/48th of the total number of shares in equal monthly installments.
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