Sec Form 4 Filing - Lee Robert Darren @ PROOFPOINT INC - 2017-05-08

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Lee Robert Darren
2. Issuer Name and Ticker or Trading Symbol
PROOFPOINT INC [ PFPT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SVP, GM Archiving & Governance
(Last) (First) (Middle)
C/O PROOFPOINT, INC., 892 ROSS DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
05/08/2017
(Street)
SUNNYVALE, CA94089
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/08/2017 S 5,711 D $ 81.45 3,837 ( 1 ) D
Common Stock 02/16/2018 M 4,841 A $ 36 8,678 D
Common Stock 02/16/2018 M 1,750 A $ 57.49 10,428 D
Common Stock 02/16/2018 M 2,000 A $ 50.93 12,428 D
Common Stock 02/16/2018 S 12,428 D $ 105.2132 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-qualified Stock Option (right to buy) $ 36 02/16/2018 M 4,841 ( 2 ) 03/26/2024 Common Stock 4,841 $ 0 0 D
Non-qualified Stock Option (right to buy) $ 57.49 02/16/2018 M 1,750 ( 3 ) 04/06/2025 Common Stock 1,750 $ 0 1,500 D
Non-qualified Stock Option (right to buy) $ 50.93 02/16/2018 M 2,000 ( 4 ) 04/08/2026 Common Stock 2,000 $ 0 4,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lee Robert Darren
C/O PROOFPOINT, INC.
892 ROSS DRIVE
SUNNYVALE, CA94089
SVP, GM Archiving & Governance
Signatures
/s/ Robert Darren Lee by Michael Yang, Attorney-in-Fact 02/21/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Form 3 filed by the Reporting Person with the U.S. Securities and Exchange Commission on February 25, 2015 inadvertently excluded 842 shares of the Issuer's common stock directly held by the Reporting Person. The number of shares reported in this box is the corrected number held by the Reporting Person following the transaction reported on this line of this Form 4.
( 2 )The stock option is 100% vested and exercisable.
( 3 )The stock option vested and became exercisable as to 1/4th of the total number of shares on February 1, 2016 and thereafter shall vest and become exercisable as to 1/48th of the total number of shares in equal monthly installments.
( 4 )The stock option vested and became exercisable as to 1/4th of the total number of shares on February 1, 2017 and thereafter shall vest and become exercisable as to 1/48th of the total number of shares in equal monthly installments.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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