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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Lee Robert Darren

(Last)

(First)

(Middle)

C/O PROOFPOINT, INC.

892 ROSS DRIVE

(Street)

SUNNYVALE

94089

(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 Compliance/Digital Risk

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2021

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	02/01/2021		M⁽¹⁾		2,500	A	$0.00	2,500	D
Common Stock	02/01/2021		M⁽¹⁾		2,000	A	$0.00	4,500	D
Common Stock	02/01/2021		M⁽¹⁾		2,000	A	$0.00	6,500	D
Common Stock	02/01/2021		M⁽¹⁾		1,500	A	$0.00	8,000	D
Common Stock	02/01/2021		F⁽²⁾		2,441	D	$130.62	5,559	D
Common Stock	02/02/2021		M⁽¹⁾		1,250	A	$0.00	6,809	D
Common Stock	02/02/2021		M⁽¹⁾		1,250	A	$0.00	8,059	D
Common Stock	02/02/2021		F⁽²⁾		1,108	D	$134.57	6,951	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)
Restricted Stock Units	$0.00⁽³⁾	02/01/2021		M⁽¹⁾			2,500	⁽⁴⁾	⁽⁵⁾	Common Stock	5,000	$0.00	0	D
Restrricted Stock Units	$0.00⁽³⁾	02/01/2021		M⁽¹⁾			2,000	⁽⁶⁾	⁽⁵⁾	Common Stock	4,150	$0.00	2,000	D
Restricted Stock Units	$0.00⁽³⁾	02/01/2021		M⁽¹⁾			2,000	⁽⁷⁾	⁽⁵⁾	Common Stock	3,250	$0.00	4,000	D
Restricted Stock Units	$0.00⁽³⁾	02/01/2021		M⁽¹⁾			1,500	⁽⁸⁾	⁽⁵⁾	Common Stock	1,875	$0.00	4,500	D
Restricted Stock Units	$0.00⁽³⁾	02/02/2021		M⁽¹⁾			1,250	⁽⁹⁾	⁽⁵⁾	Common Stock	1,250	$0.00	0	D
Restricted Stock Units	$0.00⁽³⁾	02/02/2021		M⁽¹⁾			1,250	⁽⁹⁾	⁽⁵⁾	Common Stock	1,250	$0.00	0	D

Explanation of Responses:

1. Vesting of restricted stock units ("RSUs") previously granted to the Reporting Person.

2. Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of RSUs.

3. Each RSU represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.

4. The RSUs vested as to 1/4th of the total number of shares on February 1, 2018 and thereafter will vest as to 1/4th of the total number of shares in equal annual installments. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.

5. RSUs do not expire; they either vest or are canceled prior to the vesting date.

6. The RSUs vested as to 1/4th of the total number of shares on February 1, 2019 and thereafter will vest as to 1/4th of the total number of shares in equal annual installments. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.

7. The RSUs vested as to 1/4th of the total number of shares on February 1, 2020 and thereafter will vest as to 1/4th of the total number of shares in equal annual installments. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.

8. The RSUs vested as to 1/4th of the total number of shares on February 1, 2021 and thereafter will vest as to 1/4th of the total number of shares in equal annual installments. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.

9. The performance-based RSUs were earned by the Reporting Person on June 1, 2018 as a result of the Reporting Person having met certain performance criteria. The RSUs vested as to 5/16th of the total number of shares on June 1, 2018, 3/16th of the total number of shares on February 2, 2019, and thereafter vested as to 1/4th of the total number of shares in equal annual installments beginning on February 2, 2020. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.

Remarks:

	/s/ Robert Darren Lee, by Michael Yang, Attorney-in-Fact	02/03/2021
	** 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: Darren Robert Lee exercised 10,500 units of Common Stock at a strike of $0.00 and disposed of $467,947 worth of Common Stock (3,549 units at $131.85)