SEC FORM 4

SEC FORM 4 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^*

Steele Gary

(Last)

(First)

(Middle)

C/O PROOFPOINT, INC.

925 WEST MAUDE AVENUE

(Street)

SUNNYVALE

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman and CEO

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/31/2021		D⁽¹⁾		66,458	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-qualified Stock Option (right to buy)	$36	08/31/2021		D⁽²⁾			84,241	⁽²⁾⁽³⁾	03/26/2024	Common Stock	84,241	⁽²⁾	0	D
Non-qualified Stock Option (right to buy)	$57.49	08/31/2021		D⁽²⁾			100,000	⁽²⁾⁽³⁾	04/06/2025	Common Stock	100,000	⁽²⁾	0	D
Non-qualified Stock Option (right to buy)	$50.93	08/31/2021		D⁽²⁾			65,000	⁽²⁾⁽³⁾	04/08/2026	Common Stock	65,000	⁽²⁾	0	D
Restricted Stock Units	$0.00⁽⁴⁾	08/31/2021		D⁽⁵⁾			10,650	⁽⁵⁾	⁽⁶⁾	Common Stock	10,650	⁽⁵⁾	0	D
Restricted Stock Units	$0.00⁽⁴⁾	08/31/2021		D⁽⁵⁾			112,545	⁽⁵⁾	⁽⁶⁾	Common Stock	112,500	⁽⁵⁾	0	D
Restricted Stock Units	$0.00⁽⁴⁾	08/31/2021		D⁽⁵⁾			16,000	⁽⁵⁾	⁽⁶⁾	Common Stock	16,000	⁽⁵⁾	0	D
Restricted Stock Units	$0.00⁽⁴⁾	08/31/2021		D⁽⁵⁾			15,000	⁽⁵⁾	⁽⁶⁾	Common Stock	15,000	⁽⁵⁾	0	D
Restricted Stock Units	$0.00⁽⁴⁾	08/31/2021		D⁽⁵⁾			23,000	⁽⁵⁾	⁽⁶⁾	Common Stock	23,000	⁽⁵⁾	0	D
Restricted Stock Units	$0.00⁽⁴⁾	08/31/2021		D⁽⁵⁾			8,437	⁽⁵⁾	⁽⁶⁾	Common Stock	8,437⁽⁷⁾	⁽⁵⁾	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. Pursuant to the Merger Agreement, at the Effective Time, each vested Company stock option was cancelled and converted into the right to receive an amount in cash equal to (i) the difference between $176.00 and the exercise price of such stock option multiplied by (ii) the number of shares subject to such stock option.

3. The stock option is fully vested.

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

5. 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.

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

7. 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/ Gary Steele, by Michael Yang, Attorney-in-Fact	08/31/2021
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 4: Steele Gary returned $11,696,608 worth of Common Stock to the company (66,458 units at $176.00), closing all direct ownership in the company