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Filing Details

Accession Number:: 0001209191-20-021895
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-03-31 18:06:19
Reporting Period:: 2020-03-27

Accepted Time:: 2020-03-31 18:06:19
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
1547434	Gary Steele	C/O Proofpoint, Inc. 892 Ross Drive Sunnyvale CA	Chairman And Ceo	Yes	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	Disposition	2020-03-27	18,398	$100.27	106,468	No	4	S	Direct
Common Stock	Disposition	2020-03-27	1,602	$101.37	104,866	No	4	S	Direct
Common Stock	Acquisiton	2020-03-29	7,900	$0.00	112,766	No	4	M	Direct
Common Stock	Disposition	2020-03-29	3,918	$104.97	108,848	No	4	F	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	S	Direct
No	4	S	Direct
No	4	M	Direct
No	4	F	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	2020-03-29	3,950	$0.00	3,950	$0.00
Common Stock	Restricted Stock Units	Disposition	2020-03-29	3,950	$0.00	3,950	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	M	Direct
0			No	4	M	Direct

Footnotes

The transactions reported on this Form 4 were effected pursuant to a 10b5-1 trading plan previously adopted by the reporting person.
Represents the aggregate of sales effected on the same day at different prices.
Represents the weighted average sale price. The lowest price at which shares were sold was $100.00 and the highest price at which shares were sold was $100.88. The reporting person undertakes to provide upon request to the staff of the Securities Exchange Commission, the issuer or its stockholders, full information regarding the total number of shares sold at each separate price within the ranges set forth in footnotes (3) and (4) to this Form 4.
Represents the weighted average sale price. The lowest price at which shares were sold was $101.04 and the highest price at which shares were sold was $101.86.
Vesting of restricted stock units ("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.
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 5/16th of the total number of shares on May 1, 2017; 3/16th of the total number of shares on March 29, 2018; and thereafter will vest as to 1/4th of the total number of shares in equal annual installments beginning on March 29, 2019. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.