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Filing Details

Accession Number:: 0001140361-17-027565
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-07-10 20:41:43
Reporting Period:: 2016-08-18

Filing Date:: 2017-07-10
Accepted Time:: 2017-07-10 20:41:43
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
1678830	Bhagwat Swaroop	C/O Proofpoint, Inc. 892 Ross Drive Sunnyvale CA 94089	Evp & Gm, Protection	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	2017-07-01	11,875	$0.00	13,161	No	4	M	Direct
Common Stock	Acquisiton	2017-07-01	4,000	$0.00	17,161	No	4	M	Direct
Common Stock	Disposition	2017-07-01	6,866	$86.83	10,295	No	4	F	Direct
Common Stock	Disposition	2017-07-06	5,000	$85.17	5,295	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	M	Direct
No	4	F	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	Acquisiton	2016-08-18	47,500	$0.00	47,500	$0.00
Common Stock	Restricted Stock Units	Acquisiton	2016-08-18	4,000	$0.00	4,000	$0.00
Common Stock	Non-qualified Stock Option (right to buy)	Acquisiton	2016-08-29	25,000	$0.00	25,000	$77.50
Common Stock	Restricted Stock Units	Disposition	2017-07-01	11,875	$0.00	11,875	$0.00
Common Stock	Restricted Stock Units	Disposition	2017-07-01	4,000	$0.00	4,000	$0.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
47,500		No	4	A	Direct
4,000		No	4	A	Direct
25,000	2026-08-29	No	4	A	Direct
35,625		No	4	M	Direct
0		No	4	M	Direct

Footnotes

Vesting of restricted stock units ("RSUs") granted to the Reporting Person on August 18, 2016.
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 or PRSUs.
The transactions reported on this line were effected pursuant to a 10b5-1 trading plan adopted by the reporting person on March 6, 2017.
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 $84.82 to $85.59 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 vest as to 1/4th of the total number of shares in equal annual installments beginning on July 1, 2017. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.
The RSUs vested as to 100% of the shares on July 1, 2017. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.
The stock option will vest as to 1/4th of the total number of shares on July 1, 2017 and thereafter shall vest as to 1/48th of the total number of shares in equal monthly installments.