4//SEC Filing
Johnson Michael M 4
Accession 0001209191-21-054031
CIK 0001212458other
Filed
Aug 30, 8:00 PM ET
Accepted
Aug 31, 2:06 PM ET
Size
6.2 KB
Accession
0001209191-21-054031
Insider Transaction Report
Form 4
PROOFPOINT INCPFPT
Johnson Michael M
Director
Transactions
- Disposition to Issuer
Common Stock
2021-08-31$176.00/sh−5,156$907,456→ 0 total
Footnotes (3)
- [F1]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.
- [F2]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.
- [F3]Includes 1,371 Unvested Company RSUs.
Documents
Issuer
PROOFPOINT INC
CIK 0001212458
Entity typeother
Related Parties
1- filerCIK 0001711905
Filing Metadata
- Form type
- 4
- Filed
- Aug 30, 8:00 PM ET
- Accepted
- Aug 31, 2:06 PM ET
- Size
- 6.2 KB