0001209191-21-054038.txt : 20210831
0001209191-21-054038.hdr.sgml : 20210831
20210831141513
ACCESSION NUMBER: 0001209191-21-054038
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: HARVEY KEVIN
CENTRAL INDEX KEY: 0001190213
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35506
FILM NUMBER: 211226554
MAIL ADDRESS:
STREET 1: 2480 SAND HILL ROAD
STREET 2: SUITE 200
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
0001190213
HARVEY KEVIN
2965 WOODSIDE ROAD
WOODSIDE
CA
94062
1
0
0
0
Common Stock
2021-08-31
4
D
0
36535
176.00
D
0
D
Common Stock
2021-08-31
4
D
0
234464
176.00
D
0
I
See footnote
Non-qualified Stock Option (right to buy)
14.49
2021-08-31
4
D
0
4731
D
2022-08-09
Common Stock
4731
0
D
Non-qualified Stock Option (right to buy)
22.53
2021-08-31
4
D
0
12500
D
2023-06-10
Common Stock
12500
0
D
Non-qualified Stock Option (right to buy)
22.53
2021-08-31
4
D
0
3017
D
2023-06-10
Common Stock
3017
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 1,320 Unvested Company RSUs.
These securities are owned directly by Kevin R. Harvey's family trust.
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/ An-Yen Hu, by power of attorney for Kevin R. Harvey
2021-08-31