Sec Form 4 Filing - Lee Robert Darren @ PROOFPOINT INC - 2021-02-01

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

Form 4: Statement of changes in beneficial ownership, filed before the end of the 2nd business day following the day on which a transaction resulting in a change in beneficial ownership.

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The following is an SEC EDGAR document rendered as filed.
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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)
EVP/GM Compliance/Digital Risk
(Last)
(First)
(Middle)
C/O PROOFPOINT, INC., 892 ROSS DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
02/01/2021
(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 02/01/2021 M( 1 ) 2,500 A $ 0 2,500 D
Common Stock 02/01/2021 M( 1 ) 2,000 A $ 0 4,500 D
Common Stock 02/01/2021 M( 1 ) 2,000 A $ 0 6,500 D
Common Stock 02/01/2021 M( 1 ) 1,500 A $ 0 8,000 D
Common Stock 02/01/2021 F( 2 ) 2,441 D $ 130.62 5,559 D
Common Stock 02/02/2021 M( 1 ) 1,250 A $ 0 6,809 D
Common Stock 02/02/2021 M( 1 ) 1,250 A $ 0 8,059 D
Common Stock 02/02/2021 F( 2 ) 1,108 D $ 134.57 6,951 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
Restricted Stock Units $ 0 ( 3 ) 02/01/2021 M( 1 ) 2,500 ( 4 ) ( 5 ) Common Stock 5,000 $ 0 0 D
Restrricted Stock Units $ 0 ( 3 ) 02/01/2021 M( 1 ) 2,000 ( 6 ) ( 5 ) Common Stock 4,150 $ 0 2,000 D
Restricted Stock Units $ 0 ( 3 ) 02/01/2021 M( 1 ) 2,000 ( 7 ) ( 5 ) Common Stock 3,250 $ 0 4,000 D
Restricted Stock Units $ 0 ( 3 ) 02/01/2021 M( 1 ) 1,500 ( 8 ) ( 5 ) Common Stock 1,875 $ 0 4,500 D
Restricted Stock Units $ 0 ( 3 ) 02/02/2021 M( 1 ) 1,250 ( 9 ) ( 5 ) Common Stock 1,250 $ 0 0 D
Restricted Stock Units $ 0 ( 3 ) 02/02/2021 M( 1 ) 1,250 ( 9 ) ( 5 ) Common Stock 1,250 $ 0 0 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
EVP/GM Compliance/Digital Risk
Signatures
/s/ Robert Darren Lee, by Michael Yang, Attorney-in-Fact 02/03/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Vesting of restricted stock units ("RSUs") previously granted to the Reporting Person.
( 2 )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.
( 3 )Each RSU represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.
( 4 )The RSUs vested as to 1/4th of the total number of shares on February 1, 2018 and thereafter will vest as to 1/4th of the total number of shares in equal annual installments. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.
( 5 )RSUs do not expire; they either vest or are canceled prior to the vesting date.
( 6 )The RSUs vested as to 1/4th of the total number of shares on February 1, 2019 and thereafter will vest as to 1/4th of the total number of shares in equal annual installments. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.
( 7 )The RSUs vested as to 1/4th of the total number of shares on February 1, 2020 and thereafter will vest as to 1/4th of the total number of shares in equal annual installments. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.
( 8 )The RSUs vested as to 1/4th of the total number of shares on February 1, 2021 and thereafter will vest as to 1/4th of the total number of shares in equal annual installments. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.
( 9 )The performance-based RSUs were earned by the Reporting Person on June 1, 2018 as a result of the Reporting Person having met certain performance criteria. The RSUs vested as to 5/16th of the total number of shares on June 1, 2018, 3/16th of the total number of shares on February 2, 2019, and thereafter vested as to 1/4th of the total number of shares in equal annual installments beginning on February 2, 2020. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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