FORM 4 [ ] 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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5                       
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 *

Knight David		 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, Security Products
(Last)          (First)          (Middle)

C/O PROOFPOINT, INC., 925 WEST MAUDE AVENUE		 3. Date of Earliest Transaction (MM/DD/YYYY)

8/6/2021
(Street)

SUNNYVALE, CA 94085
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

8/19/2021 
 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)
Code V Amount (A) or (D) Price
Common Stock         16005 (1)D  

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
(1) Includes 249 shares of Common Stock acquired by the Reporting Person on May 14, 2021 pursuant to the Issuer's Employee Stock Purchase Plan.

Remarks:
The gift of shares reported in Form 4 filed on August 19, 2021 ("Form 4") was cancelled prior to its completion. This amendment to Form 4 is filed to report the Reporting Person's holdings after giving effect to the cancellation of such gift.
Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Knight David
C/O PROOFPOINT, INC.
925 WEST MAUDE AVENUE
SUNNYVALE, CA 94085

EVP/GM, Security Products
Signatures
/s/ David Knight, by Michael Yang, Attorney-in-Fact8/27/2021
**Signature of Reporting PersonDate
Proofpoint (NASDAQ:PFPT)
Gráfico Histórico do Ativo
De Abr 2024 até Mai 2024 Click aqui para mais gráficos Proofpoint.
Proofpoint (NASDAQ:PFPT)
Gráfico Histórico do Ativo
De Mai 2023 até Mai 2024 Click aqui para mais gráficos Proofpoint.