SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Headley Todd P
(Last) (First) (Middle)
C/O SOURCEFIRE, INC.
9770 PATUXENT WOODS DRIVE
(Street)
COLUMBIA MD 21046
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SOURCEFIRE INC [ FIRE ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/07/2011
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/07/2011 M 541 A $1.624 52,371 D
Common Stock 03/07/2011 M 9,459 A $2.03 61,830 D
Common Stock 03/07/2011 S 10,445 D $26.3372(1) 51,385 D
Common Stock 03/07/2011 S 2,200 D $27.07 49,185 D
Common Stock(2) 03/07/2011 A 2,275(3) A $0.00 51,460 D
Common Stock(2) 03/07/2011 A 6,825(4) A $0.00 58,285 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock option (right to buy) $1.624 03/07/2011 M 541 (5) 12/21/2014 Common Stock 541 $0.00 0 D
Stock option (right to buy) $2.03 03/07/2011 M 9,459 (6) 06/24/2015 Common Stock 9,459 $0.00 13,940 D
Stock option (right to buy) $26.16 03/07/2011 A 18,200 (7) 03/07/2018 Common Stock 18,200 $0.00 18,200 D
Explanation of Responses:
1. Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $26.05 to $26.92 per share. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
2. Represents restricted stock units granted to the reporting person. Each restricted stock unit represents a contingent right to receive one share of common stock of the issuer.
3. The shares underlying these restricted stock units vest in four equal annual installments beginning on March 7, 2012, subject to the reporting person's continuous service with the issuer as of the vesting date.
4. The shares underlying these restricted stock units are eligible for vesting in four equal annual installments beginning on March 7, 2012, the first anniversary of the grant date. Subject to the reporting person's continuous service with the issuer as of such date, the number of shares eligible for vesting on each vesting date will vest based upon the issuer's meeting or exceeding specified annual financial objectives set by the issuer's compensation committee for such year. In the event the financial objectives for a particular year are not achieved, then the shares that otherwise would have vested on such vesting date will vest on March 7, 2016, the fifth anniversary of the grant date, subject to the reporting person's continuous service with the issuer on such date.
5. The shares underlying this option vested in equal quarterly installments over four years, commencing on December 1, 2004.
6. One-fourth of the shares underlying this option vested on June 24, 2006, with the remainder vesting in equal monthly installments of 2.083% over the subsequent three years.
7. The option will vest over a period of four years, with 25% of the shares underlying the option vesting on March 7, 2012, the first anniversary of the date of grant and the remainder vesting in 36 equal monthly installments thereafter.
Remarks:
The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 11, 2009.
/s/ Brian F. Leaf, attorney-in-fact 03/09/2011
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.