Item 3.02 Unregistered Sales of Equity Securities.
As disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 11, 2013 (the December 11 Form 8-K), Proofpoint, Inc. (the Company) previously issued $201,250,000 in aggregate principal amount of 1.25% Senior Convertible Notes due 2018 (the Convertible Notes). The Convertible Notes are governed by the Indenture (the Indenture), dated December 11, 2013, by and between the Company and Wells Fargo Bank, National Association (Wells Fargo), as trustee, note registrar, paying agent, transfer agent, authenticating agent and conversion agent, as supplemented by the Supplemental Indenture dated July 5, 2016 between the Company and Wells Fargo, as trustee.
As previously reported, on November 22, 2017 the Company issued a notice of redemption to holders of its outstanding Convertible Notes, pursuant to which it announced that on December 27, 2017 (the Redemption Date) the Company would redeem all remaining outstanding Convertible Notes as of November 22, 2017 for cash at a price of 100% of the principal amount of the Convertible Notes, plus accrued and unpaid interest, if any. As of November 22, 2017, approximately $199,274,000 million aggregate principal amount of the Convertible Notes were outstanding. Prior to the Redemption Date, the holders of the Convertible Notes had the right to elect to convert those notes to shares of the Companys Common Stock at a rate of 25.6353 shares per $1,000 principal amount of Convertible Notes. The Company satisfied and will satisfy its conversion obligation with respect to each $1,000 principal amount of Convertible Notes tendered by physical settlement, delivering shares of its Common Stock, with cash in lieu of fractional shares.
Beginning on December 21, 2017, the Company issued shares of Common Stock on multiple dates in satisfaction of its conversion obligations pursuant to the conversion elections delivered by noteholders to the Company. All conversion elections delivered by noteholders to the Company through December 26, 2017, have resulted, or will result, in the following issuances of shares of Common Stock:
Issuance Date
|
|
Shares Issued (or to
be Issued)
|
|
Principal Converted (or to be
converted)
|
|
December 21, 2017
|
|
4,009,657
|
|
$
|
156,412,000
|
|
December 22, 2017
|
|
72,291
|
|
2,820,000
|
|
December 26, 2017
|
|
64,164
|
|
2,503,000
|
|
December 27, 2017
|
|
28,531
|
|
1,113,000
|
|
December 28, 2017
|
|
914,202
|
|
35,662,000
|
|
December 29, 2017
|
|
19,274
|
|
752,000
|
|
Total
|
|
5,108,119
|
|
$
|
199,262,000
|
|
On the Redemption Date, the Company redeemed by cash payment $12,000 of remaining aggregate principal amount of Convertible Notes at a price of 100% of the principal amount of the Convertible Notes, plus accrued and unpaid interest. In the aggregate, holders of $199,262,000 million in principal amount of Convertible Notes elected to convert, which resulted or will result in the Company issuing 5,108,119 shares of Common Stock.
The shares of Common Stock delivered in connection with these conversions have been issued in reliance on the exemption from registration provided by Section 4(a)(2) and 3(a)(9) of the Securities Act of 1933, as amended.
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