4//SEC Filing
Knight David 4
Accession 0001209191-21-054032
CIK 0001212458other
Filed
Aug 30, 8:00 PM ET
Accepted
Aug 31, 2:07 PM ET
Size
17.8 KB
Accession
0001209191-21-054032
Insider Transaction Report
Form 4
PROOFPOINT INCPFPT
Knight David
EVP Product Mgmnt & Marketing
Transactions
- Disposition to Issuer
Restricted Stock Units
2021-08-31−1,406→ 0 totalExercise: $0.00→ Common Stock (1,406 underlying) - Disposition to Issuer
Restricted Stock Units
2021-08-31−5,625→ 0 totalExercise: $0.00→ Common Stock (5,625 underlying) - Disposition to Issuer
Common Stock
2021-08-31$176.00/sh−16,005$2,816,880→ 0 total - Disposition to Issuer
Restricted Stock Units
2021-08-31−4,150→ 0 totalExercise: $0.00→ Common Stock (4,150 underlying) - Disposition to Issuer
Restricted Stock Units
2021-08-31−6,500→ 0 totalExercise: $0.00→ Common Stock (6,500 underlying) - Disposition to Issuer
Restricted Stock Units
2021-08-31−20,000→ 0 totalExercise: $0.00→ Common Stock (20,000 underlying)
Footnotes (5)
- [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]Each restricted stock unit represents a contingent right to receive 1 share of the Issuer's common stock upon settlement for no consideration.
- [F3]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.
- [F4]Restricted stock units do not expire; they either vest or are canceled prior to vesting date.
- [F5]The restricted stock units were earned by the Reporting Person on April 20, 2021 as determined by the Issuer's Board of Directors.
Documents
Issuer
PROOFPOINT INC
CIK 0001212458
Entity typeother
Related Parties
1- filerCIK 0001547394
Filing Metadata
- Form type
- 4
- Filed
- Aug 30, 8:00 PM ET
- Accepted
- Aug 31, 2:07 PM ET
- Size
- 17.8 KB