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