Sec Form 4 Filing - Knight David @ PROOFPOINT INC - 2021-04-20

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
Knight David
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, Security Products
(Last) (First) (Middle)
C/O PROOFPOINT, INC., 925 WEST MAUDE AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
04/20/2021
(Street)
SUNNYVALE, CA94085
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 04/20/2021 M( 1 ) 469 A $ 0 15,989 D
Common Stock 04/20/2021 F( 2 ) 233 D $ 130.01 15,756 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 ) 04/20/2021 A( 1 ) 1,875 ( 4 ) ( 5 ) Common Stock 1,875 $ 0 1,875 D
Restricted Stock Units $ 0 ( 3 ) 04/20/2021 M( 1 ) 469 ( 4 ) ( 5 ) Common Stock 469 $ 0 1,406 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Knight David
C/O PROOFPOINT, INC.
925 WEST MAUDE AVENUE
SUNNYVALE, CA94085
EVP/GM, Security Products
Signatures
/s/ David Knight, by Michael Yang, Attorney-in-Fact 04/22/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Vesting of restricted stock units ("RSUs") earned by the Reporting Person on April 20, 2021 as determined by the Issuer's Board of Directors.
( 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 1/4 of the total number of shares subject to the award on April 20, 2021; an additional 1/4 of the total number of shares subject to the award will vest on each of January 1, 2022, January 1, 2023, and January 1, 2024, subject to the Reporting Person's continued service to the Issuer through such dates. 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 vesting date.

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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