0001140361-18-015305.txt : 20180327 0001140361-18-015305.hdr.sgml : 20180327 20180327213048 ACCESSION NUMBER: 0001140361-18-015305 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180324 FILED AS OF DATE: 20180327 DATE AS OF CHANGE: 20180327 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Knight David CENTRAL INDEX KEY: 0001547394 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35506 FILM NUMBER: 18716905 MAIL ADDRESS: STREET 1: C/O PROOFPOINT, INC. STREET 2: 892 ROSS DRIVE CITY: SUNNYVALE STATE: CA ZIP: 94089 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PROOFPOINT INC CENTRAL INDEX KEY: 0001212458 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 510414846 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 892 ROSS DRIVE CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: 408-517-4710 MAIL ADDRESS: STREET 1: 892 ROSS DRIVE CITY: SUNNYVALE STATE: CA ZIP: 94089 4 1 doc1.xml FORM 4 X0306 4 2018-03-24 0 0001212458 PROOFPOINT INC PFPT 0001547394 Knight David C/O PROOFPOINT, INC. 892 ROSS DRIVE SUNNYVALE CA 94089 0 1 0 0 EVP/GM, Threat Sys Product Grp Common Stock 2018-03-24 4 M 0 1250 0 A 20523 D Common Stock 2018-03-24 4 M 0 1250 0 A 21773 D Common Stock 2018-03-24 4 F 0 1167 115.75 D 20606 D Restricted Stock Units 0 2018-03-24 4 M 0 1250 0 D Common Stock 1250 1250 D Restricted Stock Units 0 2018-03-24 4 M 0 1250 0 D Common Stock 1250 1250 D Vesting of restricted stock units ("RSUs") earned by the Reporting Person on June 21, 2016 as a result of the Reporting Person having met certain performance criteria. Vesting of 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. 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. 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 on June 21, 2016 and thereafter will vest as to 1/4th of the total number of shares in equal annual installments beginning on March 24, 2017. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting. The RSUs vest as to 1/2 of the total number of shares on May 1, 2017 and thereafter will vest as to 1/4th of the total number of shares in equal annual installments beginning on March 24, 2018. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting. /s/ David Knight By Michael Yang, Attorney-In-Fact 2018-03-27