0001567619-19-014734.txt : 20190712 0001567619-19-014734.hdr.sgml : 20190712 20190712174527 ACCESSION NUMBER: 0001567619-19-014734 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190711 FILED AS OF DATE: 20190712 DATE AS OF CHANGE: 20190712 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Steele Gary CENTRAL INDEX KEY: 0001547434 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35506 FILM NUMBER: 19953700 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: 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 2019-07-11 0 0001212458 PROOFPOINT INC PFPT 0001547434 Steele Gary C/O PROOFPOINT, INC. 892 ROSS DRIVE SUNNYVALE CA 94089 1 1 0 0 Chief Executive Officer Common Stock 2019-07-11 4 S 0 10800 124.09 D 100574 D Common Stock 2019-07-11 4 S 0 9200 123.44 D 91374 D The transactions reported on this Form 4 were effected pursuant to a 10b5-1 trading plan previously adopted by the reporting person. Represents the aggregate of sales effected on the same day at different prices. Represents the weighted average sale price. The lowest price at which shares were sold was $123.86 and the highest price at which shares were sold was $124.34. The reporting person undertakes to provide upon request to the staff of the Securities Exchange Commission, the issuer or its stockholders, full information regarding the total number of shares sold at each separate price within the ranges set forth in footnotes (3) and (4) to this Form 4. Represents the weighted average sale price. The lowest price at which shares were sold was $122.85 and the highest price at which shares were sold was $123.85. /s/ Gary Steele by Laurie Blain, Attorney-in-Fact 2019-07-12 EX-24.1 2 gsteelepoa.htm POWER OF ATTORNEY
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Paul Auvil, Michael Yang, Stephen Chen and Laurie Blain, and each of them, as his or her true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as a representative of Proofpoint, Inc. (the “Company”), any and all Form ID, or Form 3, 4 or 5 reports and any amendments thereto required to be filed by the undersigned in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder with respect to transactions in the Company’s securities;
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form ID, or Form 3, 4 or 5 report and any amendments thereto and timely file such report with the U.S. Securities and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney‑in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney‑in-fact on behalf of the undersigned, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney‑in-fact may approve in his or her discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his or Attorney and the rights and powers herein granted.  The undersigned acknowledges that no such attorney‑in-fact, in serving in such capacity at the request of the undersigned, is hereby assuming, nor is the Company hereby assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Form 3, 4 or 5 reports with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys‑in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 10th day of July, 2019.


/s/ Gary Steele 
 Name:  Gary Steele