0001209191-21-027988.txt : 20210422 0001209191-21-027988.hdr.sgml : 20210422 20210422181901 ACCESSION NUMBER: 0001209191-21-027988 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210420 FILED AS OF DATE: 20210422 DATE AS OF CHANGE: 20210422 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: 21846030 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 2021-04-20 0 0001212458 PROOFPOINT INC PFPT 0001410972 Auvil Paul R. III C/O PROOFPOINT, INC. 925 WEST MAUDE AVENUE SUNNYVALE CA 94085 0 1 0 0 Chief Financial Officer Common Stock 2021-04-20 4 M 0 938 0.00 A 116227 D Common Stock 2021-04-20 4 F 0 466 130.01 D 115761 D Common Stock 261918 I By family trust Restricted Stock Units 0.00 2021-04-20 4 A 0 3750 0.00 A Common Stock 3750 3750 D Restricted Stock Units 0.00 2021-04-20 4 M 0 938 0.00 D Common Stock 938 2812 D Vesting of restricted stock units ("RSUs") earned by the Reporting Person on April 20, 2021 as determined by the Issuer's Board of Directors. 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 1/4 of the total number of shares subject to the award on April 20, 2021; an additional 1/4 of the total number of shares subject to the award will vest on each of January 1, 2022, January 1, 2023, and January 1, 2024, subject to the Reporting Person's continued service to the Issuer through such dates. 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 vesting date. /s/ Paul R. Auvil III, by Michael Yang, Attorney-in-Fact 2021-04-22