0001209191-21-054028.txt : 20210831
0001209191-21-054028.hdr.sgml : 20210831
20210831140419
ACCESSION NUMBER: 0001209191-21-054028
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210831
FILED AS OF DATE: 20210831
DATE AS OF CHANGE: 20210831
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: FEIBER JONATHAN D
CENTRAL INDEX KEY: 0001027621
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35506
FILM NUMBER: 211226495
MAIL ADDRESS:
STREET 1: 3000 SAND HILL ROAD BLDG 1
CITY: MENLO PARK
STATE: CA
ZIP: 94025
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: 925 W. MAUDE AVENUE
CITY: SUNNYVALE
STATE: CA
ZIP: 94085
BUSINESS PHONE: 408-517-4710
MAIL ADDRESS:
STREET 1: 925 W. MAUDE AVENUE
CITY: SUNNYVALE
STATE: CA
ZIP: 94085
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-08-31
1
0001212458
PROOFPOINT INC
PFPT
0001027621
FEIBER JONATHAN D
3000 SAND HILL ROAD
BLDG 1 SUITE 240
MENLO PARK
CA
94025
1
0
0
0
Common Stock
2021-08-31
4
D
0
11217
176.00
D
0
D
Common Stock
2021-08-31
4
D
0
1699
176.00
D
0
I
See footnote
Non-qualified Stock Option (right to buy)
22.53
2021-08-31
4
D
0
8365
D
2023-06-10
Common Stock
8365
0
D
Non-qualified Stock Option (right to buy)
22.53
2021-08-31
4
D
0
2783
D
2023-06-10
Common Stock
2783
0
D
Non-qualified Stock Option (right to buy)
33.03
2021-08-31
4
D
0
8847
D
2024-06-09
Common Stock
8847
0
D
Non-qualified Stock Option (right to buy)
33.03
2021-08-31
4
D
0
2157
D
2024-06-09
Common Stock
2157
0
D
Non-qualified Stock Option (right to buy)
63.67
2021-08-31
4
D
0
5151
D
2025-06-30
Common Stock
5151
0
D
Non-qualified Stock Option (right to buy)
63.67
2021-08-31
4
D
0
1256
D
2025-06-30
Common Stock
1256
0
D
Non-qualified Stock Option (right to buy)
63.09
2021-08-31
4
D
0
5940
D
2026-06-30
Common Stock
5940
0
D
Non-qualified Stock Option (right to buy)
63.09
2021-08-31
4
D
0
1449
D
2026-06-30
Common Stock
1449
0
D
On April 25, 2021, Proofpoint, Inc. (the "Company") entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the "Merger Agreement") with Project Kafka Parent, LLC ("Parent") and Project Kafka Merger Sub, Inc., a wholly-owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub was merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, all shares of Company common stock outstanding immediately prior to the effective time of the Merger (the "Effective Time"), were canceled and converted automatically into the right to receive $176.00 in cash.
Pursuant to the Merger Agreement, immediately prior to the Effective Time, each unvested and outstanding restricted stock unit (each, an "Unvested Company RSU") was cancelled and converted into the right to receive an amount in cash equal to the product obtained by multiplying (x) the total number of shares of the Company's common stock underlying such Unvested Company RSU, by (y) $176.00, in each case subject to the same vesting schedule, termination terms and other conditions as such Unvested Company RSU was subject to immediately prior to the Effective Time, subject to the holder's continued service with the Parent or its affiliates.
Includes 1,397 Unvested Company RSUs.
Held by the Feiber-Buhr Family Trust, of which the Reporting Person and his spouse are the sole trustees.
Pursuant to the Merger Agreement, at the Effective Time, each vested Company stock option was cancelled and converted into the right to receive an amount in cash equal to (i) the difference between $176.00 and the exercise price of such stock option multiplied by (ii) the number of shares subject to such stock option.
The stock option is fully vested.
/s/ Jonathan D. Feiber, by Michael Yang, Attorney-in-Fact
2021-08-31