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Filing Details

Accession Number:: 0001140361-16-077192
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-08-18 18:08:01
Reporting Period:: 2016-08-16

Filing Date:: 2016-08-18
Accepted Time:: 2016-08-18 18:08:01
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1212458	Proofpoint Inc	PFPT	Services-Computer Processing & Data Preparation (7374)	510414846

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1527210	Tracey Newell	C/O Proofpoint, Inc. 892 Ross Drive Sunnyvale CA 94089	Evp, Worldwide Sales	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2016-08-16	18,750	$0.00	36,217	No	4	M	Direct
Common Stock	Disposition	2016-08-16	9,784	$75.68	26,433	No	4	F	Direct
Common Stock	Acquisiton	2016-08-17	20,000	$29.44	46,433	No	4	M	Direct
Common Stock	Disposition	2016-08-17	12,100	$74.67	34,333	No	4	S	Direct
Common Stock	Disposition	2016-08-17	7,900	$75.52	26,433	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	F	Direct
No	4	M	Direct
No	4	S	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Restricted Stock Units	Disposition	2016-08-16	18,750	$0.00	18,750	$0.00
Common Stock	Non-qualified Stock Option (right to buy)	Disposition	2016-08-17	20,000	$0.00	20,000	$29.44

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
18,750			No	4	M	Direct
50,000		2023-10-11	No	4	M	Direct

Footnotes

Vesting of restricted stock units ("RSUs") granted to the Reporting Person on October 1, 2013.
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.
The transactions reported on this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the reporting person on February 4, 2016.
Represents the aggregate of sales effected on the same day at different prices.
Represents the weighted average sales price per share. The shares sold at prices ranging from $74.14 to $75.12 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.
Represents the weighted average sales price per share. The shares sold at prices ranging from $75.14 to $75.79 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.
Each RSU represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.
The RSUs vested as to 1/4th of the total number of shares on August 16, 2014 and thereafter 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.
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.