Proofpoint (PFPT) Form 4 PROOFPOINT / Ashan Willy 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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X

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^*

Willy Ashan

(Last) (First) (Middle)

C/O PROOFPOINT, INC.

925 WEST MAUDE AVENUE

(Street)

SUNNYVALE CA 94085

(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-Sec Prd & Svc Grp

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2021

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	08/31/2021		D(1)		3,995(2)	D	$176	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 (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
Restricted Stock Units	$0.00(3)	08/31/2021		D(4)			1,000	(4)	(5)	Common Stock	1,000	(4)	0	D
Restricted Stock Units	$0.00(3)	08/31/2021		D(4)			5,000	(4)	(5)	Common Stock	5,000	(4)	0	D
Restricted Stock Units	$0.00(3)	08/31/2021		D(4)			4,500	(4)	(5)	Common Stock	4,500	(4)	0	D
Restricted Stock Units	$0.00(3)	08/31/2021		D(4)			5,625	(4)	(5)	Common Stock	5,625	(4)	0	D
Restricted Stock Units	$0.00(3)	08/31/2021		D(4)			10,000	(4)	(5)	Common Stock	10,000	(4)	0	D
Restricted Stock Units	$0.00(3)	08/31/2021		D(4)			15,000	(4)	(5)	Common Stock	15,000	(4)	0	D
Restricted Stock Units	$0.00(3)	08/31/2021		D(4)			1,406	(4)	(5)	Common Stock	1,406(6)	(4)	0	D

Explanation of Responses:

1. On April 25, 2021, Proofpoint, Inc. (the "Company") entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the "Merger Agreement") with Project Kafka Parent, LLC ("Parent") and Project Kafka Merger Sub, Inc., a wholly-owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub was merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, all shares of Company common stock outstanding immediately prior to the effective time of the Merger (the "Effective Time"), were canceled and converted automatically into the right to receive $176.00 in cash.

2. Includes 249 shares of the Issuer's Common Stock acquired on May 14, 2021 under the Issuer's Employee Stock Purchase Plan.

3. Each restricted stock unit represents a contingent right to receive 1 share of the Issuer's common stock upon settlement for no consideration.

4. Pursuant to the Merger Agreement, immediately prior to the Effective Time, each unvested and outstanding restricted stock unit (each, an "Unvested Company RSU") was cancelled and converted into the right to receive an amount in cash equal to the product obtained by multiplying (x) the total number of shares of the Company's common stock underlying such Unvested Company RSU, by (y) $176.00, in each case subject to the same vesting schedule, termination terms and other conditions as such Unvested Company RSU was subject to immediately prior to the Effective Time, subject to the holder's continued service with the Parent or its affiliates.

5. Restricted stock units do not expire; they either vest or are canceled prior to vesting date.

6. The restricted stock units were earned by the Reporting Person on April 20, 2021 as determined by the Issuer's Board of Directors.

Remarks:

	/s/ Ashan Willy, by Michael Yang, Attorney-in-Fact	08/31/2021
	** Signature of Reporting Person	Date
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