Statement of Changes in Beneficial Ownership (4)

FORM 4 [X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Auvil Paul R. III	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) Chief Financial Officer
(Last) (First) (Middle) C/O PROOFPOINT, INC., 925 WEST MAUDE AVENUE	3. Date of Earliest Transaction (MM/DD/YYYY) 8/31/2021
(Street) SUNNYVALE, CA 94085 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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. Trans. Date	2A. Deemed Execution Date, if any	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	8/31/2021		D⁽¹⁾		122063	D	$176.00	0	D
Common Stock	8/31/2021		D⁽¹⁾		261918	D	$176.00	0	I	By family trust

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-qualified Stock Option (right to buy)	$36.00	8/31/2021		D ⁽²⁾			80000	⁽²⁾⁽³⁾	3/26/2024	Common Stock	80000	⁽²⁾	0	D
Non-qualified Stock Option (right to buy)	$57.49	8/31/2021		D ⁽²⁾			32000	⁽²⁾⁽³⁾	4/6/2025	Common Stock	32000	⁽²⁾	0	D
Non-qualified Stock Option (right to buy)	$50.93	8/31/2021		D ⁽²⁾			32000	⁽²⁾⁽³⁾	4/8/2026	Common Stock	32000	⁽²⁾	0	D
Restricted Stock Units	$0.00 ⁽⁴⁾	8/31/2021		D ⁽⁵⁾			4150	⁽⁵⁾	⁽⁶⁾	Common Stock	4150	⁽⁵⁾	0	D
Restricted Stock Units	$0.00 ⁽⁴⁾	8/31/2021		D ⁽⁵⁾			12500	⁽⁵⁾	⁽⁶⁾	Common Stock	12500	⁽⁵⁾	0	D
Restricted Stock Units	$0.00 ⁽⁴⁾	8/31/2021		D ⁽⁵⁾			8000	⁽⁵⁾	⁽⁶⁾	Common Stock	8000	⁽⁵⁾	0	D
Restricted Stock Units	$0.00 ⁽⁴⁾	8/31/2021		D ⁽⁵⁾			11250	⁽⁵⁾	⁽⁶⁾	Common Stock	11250	⁽⁵⁾	0	D
Restricted Stock Units	$0.00 ⁽⁴⁾	8/31/2021		D ⁽⁵⁾			40000	⁽⁵⁾	⁽⁶⁾	Common Stock	40000	⁽⁵⁾	0	D
Restricted Stock Units	$0.00 ⁽⁴⁾	8/31/2021		D ⁽⁵⁾			2812	⁽⁵⁾	⁽⁶⁾	Common Stock	2812 ⁽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.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Auvil Paul R. III C/O PROOFPOINT, INC. 925 WEST MAUDE AVENUE SUNNYVALE, CA 94085			Chief Financial Officer