Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-21-054028
Date:2021-08-31
Issuer: PROOFPOINT INC (PFPT)
Original Submission Date:

Reporting Person:

FEIBER JONATHAN D
3000 SAND HILL ROAD
BLDG 1 SUITE 240 MENLO PARK, CA 94025

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 2021-08-31 D 11,217 d $176.00 0 direct
COMMON STOCK 2021-08-31 D 1,699 d $176.00 0 indirect
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
NON-QUALIFIED STOCK OPTION (RIGHT TO BUY) 22.53 2021-08-31 deemed execution date D 8,365 (d) 2023-06-10 common stock 8,365 $22.53 0 direct
NON-QUALIFIED STOCK OPTION (RIGHT TO BUY) 22.53 2021-08-31 deemed execution date D 2,783 (d) 2023-06-10 common stock 2,783 $22.53 0 direct
NON-QUALIFIED STOCK OPTION (RIGHT TO BUY) 33.03 2021-08-31 deemed execution date D 8,847 (d) 2024-06-09 common stock 8,847 $33.03 0 direct
NON-QUALIFIED STOCK OPTION (RIGHT TO BUY) 33.03 2021-08-31 deemed execution date D 2,157 (d) 2024-06-09 common stock 2,157 $33.03 0 direct
NON-QUALIFIED STOCK OPTION (RIGHT TO BUY) 63.67 2021-08-31 deemed execution date D 5,151 (d) 2025-06-30 common stock 5,151 $63.67 0 direct
NON-QUALIFIED STOCK OPTION (RIGHT TO BUY) 63.67 2021-08-31 deemed execution date D 1,256 (d) 2025-06-30 common stock 1,256 $63.67 0 direct
NON-QUALIFIED STOCK OPTION (RIGHT TO BUY) 63.09 2021-08-31 deemed execution date D 5,940 (d) 2026-06-30 common stock 5,940 $63.09 0 direct
NON-QUALIFIED STOCK OPTION (RIGHT TO BUY) 63.09 2021-08-31 deemed execution date D 1,449 (d) 2026-06-30 common stock 1,449 $63.09 0 direct
Footnotes
IDfootnote
f1 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.
f2 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.
f3 includes 1,397 unvested company rsus.
f4 held by the feiber-buhr family trust, of which the reporting person and his spouse are the sole trustees.
f5 pursuant to the merger agreement, at the effective time, each vested company stock option was cancelled and converted into the right to receive an amount in cash equal to (i) the difference between $176.00 and the exercise price of such stock option multiplied by (ii) the number of shares subject to such stock option.
f6 the stock option is fully vested.
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