Proofpoint (PFPT) Form 4 PROOFPOINT / David Knight ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Knight David

(Last) (First) (Middle)

C/O PROOFPOINT, INC.

892 ROSS DRIVE

(Street)

SUNNYVALE CA

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/11/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	06/11/2020		M		2,500	A	$50.93	17,329	D
Common Stock	06/11/2020		S(1)		700	D	$107.6864(2)	16,629	D
Common Stock	06/11/2020		S(1)		200	D	$108.8625(3)	16,429	D
Common Stock	06/11/2020		S(1)		800	D	$110.1218(4)	15,629	D
Common Stock	06/11/2020		S(1)		800	D	$111.5806(5)	14,829	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Employee Stock Option (right to buy)	$50.93	06/11/2020		M			2,500	(6)	04/08/2026	Common Stock	2,500	$0.00	4,392	D

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.

2. Represents the weighted average sale price. The lowest price at which shares were sold was $107.31 and the highest price at which shares were sold was $108.10. 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 (2), (3), (4) and (5) to this Form 4.

3. Represents the weighted average sale price. The lowest price at which shares were sold was $108.43 and the highest price at which shares were sold was $109.12.

4. Represents the weighted average sale price. The lowest price at which shares were sold was $109.69 and the highest price at which shares were sold was $110.60.

5. Represents the weighted average sale price. The lowest price at which shares were sold was $111.33 and the highest price at which shares were sold was $111.99.

6. The stock option vested as to 1/4th of the total number of shares on February 1, 2017, and thereafter shall vest as to 1/48th of the total number of shares in equal monthly installments, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

Remarks:

	/s/ David Knight by Michael Yang, Attorney-in-Fact	06/15/2020
	** Signature of Reporting Person	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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