0001140361-17-032729.txt : 20170818 0001140361-17-032729.hdr.sgml : 20170818 20170818173148 ACCESSION NUMBER: 0001140361-17-032729 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170816 FILED AS OF DATE: 20170818 DATE AS OF CHANGE: 20170818 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Newell Tracey CENTRAL INDEX KEY: 0001527210 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35506 FILM NUMBER: 171041787 MAIL ADDRESS: STREET 1: 4750 WILLOW ROAD CITY: PLEASANTON STATE: CA ZIP: 94588 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 2017-08-16 0 0001212458 PROOFPOINT INC PFPT 0001527210 Newell Tracey C/O PROOFPOINT, INC. 892 ROSS DRIVE SUNNYVALE CA 94089 0 1 0 0 EVP, Worldwide Sales Common Stock 2017-08-16 4 M 0 18750 0 A 25762 D Common Stock 2017-08-16 4 F 0 8944 89.01 D 16818 D Common Stock 2017-08-17 4 M 0 8183 29.44 A 25001 D Common Stock 2017-08-17 4 S 0 3385 87.8814 D 21616 D Common Stock 2017-08-17 4 S 0 3798 88.9549 D 17818 D Common Stock 2017-08-17 4 S 0 1000 89.6351 D 16818 D Restricted Stock Units 0 2017-08-16 4 M 0 18750 0 D Common Stock 18750 0 D Non-qualified Stock Option (right to buy) 29.44 2017-08-17 4 M 0 8183 0 D 2023-10-11 Common Stock 8183 3352 D Vesting of restricted stock units ("RSUs") granted to the Reporting Person on October 1, 2013. 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. 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. The transactions reported on this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the reporting person on March 9, 2017. Represents the aggregate of sales effected on the same day at different prices. Represents the weighted average sales price per share. The shares sold at prices ranging from $87.43 to $88.40 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer. Represents the weighted average sales price per share. The shares sold at prices ranging from $88.44 to $89.40 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer. Represents the weighted average sales price per share. The shares sold at prices ranging from $89.47 to $89.725 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer. Each RSU represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration. The RSUs vested as to 1/4th of the total number of shares on August 16, 2014 and thereafter vest as to 1/4th of the total number of shares in equal annual installments. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting. The stock option vested as to 1/4th of the total number of shares on August 16, 2014 and thereafter vest as to 1/48th of the total number of shares in equal monthly installments. /s/ Tracey Newell by Michael Yang, Attorney-in-Fact 2017-08-18