0001209191-21-054031.txt : 20210831
0001209191-21-054031.hdr.sgml : 20210831
20210831140643
ACCESSION NUMBER: 0001209191-21-054031
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: Johnson Michael M
CENTRAL INDEX KEY: 0001711905
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35506
FILM NUMBER: 211226502
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
2021-08-31
1
0001212458
PROOFPOINT INC
PFPT
0001711905
Johnson Michael M
C/O PROOFPOINT, INC.
925 WEST MAUDE AVENUE
SUNNYVALE
CA
94089
1
0
0
0
Common Stock
2021-08-31
4
D
0
5156
176.00
D
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 1,371 Unvested Company RSUs.
/s/ Michael M. Johnson, by Michael Yang, Attorney-in-Fact
2021-08-31