0001209191-21-007291.txt : 20210203
0001209191-21-007291.hdr.sgml : 20210203
20210203164725
ACCESSION NUMBER: 0001209191-21-007291
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210201
FILED AS OF DATE: 20210203
DATE AS OF CHANGE: 20210203
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Auvil Paul R. III
CENTRAL INDEX KEY: 0001410972
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35506
FILM NUMBER: 21586810
MAIL ADDRESS:
STREET 1: C/O PROOFPOINT, INC.
STREET 2: 892 ROSS DRIVE
CITY: SUNNYVALE
STATE: CA
ZIP: 94089
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
2021-02-01
0
0001212458
PROOFPOINT INC
PFPT
0001410972
Auvil Paul R. III
C/O PROOFPOINT, INC.
892 ROSS DRIVE
SUNNYVALE
CA
94089
0
1
0
0
Chief Financial Officer
Common Stock
2021-02-01
4
M
0
5000
0.00
A
108149
D
Common Stock
2021-02-01
4
M
0
4150
0.00
A
112299
D
Common Stock
2021-02-01
4
M
0
4000
0.00
A
116299
D
Common Stock
2021-02-01
4
M
0
3750
0.00
A
120049
D
Common Stock
2021-02-01
4
F
0
7280
130.62
D
112769
D
Common Stock
2021-02-02
4
M
0
2500
0.00
A
115269
D
Common Stock
2021-02-02
4
M
0
2500
0.00
A
117769
D
Common Stock
2021-02-02
4
F
0
2480
134.57
D
115289
D
Common Stock
261918
I
By family trust
Restricted Stock Units
0.00
2021-02-01
4
M
0
5000
0.00
D
Common Stock
5000
0
D
Restrricted Stock Units
0.00
2021-02-01
4
M
0
4150
0.00
D
Common Stock
4150
4150
D
Restricted Stock Units
0.00
2021-02-01
4
M
0
4000
0.00
D
Common Stock
4000
8000
D
Restricted Stock Units
0.00
2021-02-01
4
M
0
3750
0.00
D
Common Stock
3750
11250
D
Restricted Stock Units
0.00
2021-02-02
4
M
0
2500
0.00
D
Common Stock
2500
0
D
Restricted Stock Units
0.00
2021-02-02
4
M
0
2500
0.00
D
Common Stock
2500
0
D
Vesting of restricted stock units ("RSUs") previously granted to the Reporting Person.
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.
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 February 1, 2018 and thereafter will 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.
RSUs do not expire; they either vest or are canceled prior to the vesting date.
The RSUs vested as to 1/4th of the total number of shares on February 1, 2019 and thereafter will 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 RSUs vested as to 1/4th of the total number of shares on February 1, 2020 and thereafter will 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 RSUs vested as to 1/4th of the total number of shares on February 1, 2021 and thereafter will 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 performance-based RSUs were earned by the Reporting Person on June 1, 2018 as a result of the Reporting Person having met certain performance criteria. The RSUs vested as to 5/16th of the total number of shares on June 1, 2018, 3/16th of the total number of shares on February 2, 2019, and thereafter vested as to 1/4th of the total number of shares in equal annual installments beginning on February 2, 2020. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.
/s/ Paul R. Auvil III, by Michael Yang, Attorney-in-Fact
2021-02-03