0001140361-18-027398.txt : 20180605 0001140361-18-027398.hdr.sgml : 20180605 20180605171652 ACCESSION NUMBER: 0001140361-18-027398 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180601 FILED AS OF DATE: 20180605 DATE AS OF CHANGE: 20180605 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Swaroop Bhagwat CENTRAL INDEX KEY: 0001678830 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35506 FILM NUMBER: 18882176 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 2018-06-01 0 0001212458 PROOFPOINT INC PFPT 0001678830 Swaroop Bhagwat C/O PROOFPOINT, INC. 892 ROSS DRIVE SUNNYVALE CA 94089 0 1 0 0 EVP & GM, Protection Common Stock 2018-06-01 4 M 0 1250 0 A 1525 D Common Stock 2018-06-01 4 M 0 1250 0 A 2775 D Common Stock 2018-06-01 4 F 0 866 120.57 D 1909 D Restricted Stock Units 0 2018-06-01 4 A 0 4000 0 A Common Stock 4000 4000 D Restricted Stock Units 0 2018-06-01 4 A 0 4000 0 A Common Stock 4000 4000 D Restricted Stock Units 0 2018-06-01 4 M 0 1250 0 D Common Stock 1250 2750 D Restricted Stock Units 0 2018-06-01 4 M 0 1250 0 D Common Stock 1250 2750 D Vesting of performance-based RSUs ("PRSUs") earned by the Reporting Person on June 1, 2018 as a result of the Reporting Person having met certain performance criteria. Includes 275 shares acquired under the Issuer's employee stock purchase plan on May 15, 2018. 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 or PRSUs. 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. Represents PRSUs earned by the Reporting Person on June 1, 2018 as a result of the Reporting Person having met certain performance criteria. The RSUs vest as to 5/16th of the total number of shares on June 1, 2018; 3/16th of the total number of shares on February 2, 2019; and thereafter will vest as to 1/4th of the total number of shares in equal annual installments beginning on February 2, 2020. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting. /s/ Bhagwat Swaroop by Michael Yang, Attorney-In-Fact 2018-06-05