Paul R. Auvil III - Jun 1, 2021 Form 4 Insider Report for PROOFPOINT INC (PFPT)

Signature
/s/ Paul R. Auvil III, by Michael Yang, Attorney-in-Fact
Stock symbol
PFPT
Transactions as of
Jun 1, 2021
Transactions value $
-$1,072,006
Form type
4
Date filed
6/2/2021, 04:48 PM
Next filing
Jun 7, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PFPT Common Stock Options Exercise $0 +12.5K +10.8% $0.00 128K Jun 1, 2021 Direct F1
transaction PFPT Common Stock Tax liability -$1.07M -6.2K -4.83% $172.96 122K Jun 1, 2021 Direct F2
holding PFPT Common Stock 262K Jun 1, 2021 By family trust

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction PFPT Restricted Stock Units Options Exercise $0 -12.5K -50% $0.00 12.5K Jun 1, 2021 Common Stock 12.5K $0.00 Direct F1, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Vesting of restricted stock units ("RSUs") granted to the Reporting Person on June 8, 2018.
F2 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.
F3 Each RSU represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.
F4 The RSUs vest as to 1/4th of the total number of shares in equal annual installments beginning on June 1, 2019. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.
F5 RSUs do not expire; they either vest or are canceled prior to vesting date.