Proofpoint,Inc. (NASDAQ:PFPT) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02 Unregistered Sales of Equity Securities.
As disclosed in the Current Report on Form8-K filed with the Securities and Exchange Commission on December11, 2013 (the “December11 Form8-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 December11, 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 July5, 2016 between the Company and Wells Fargo, as trustee.
As previously reported, on November22, 2017 the Company issued a notice of redemption to holders of its outstanding Convertible Notes, to which it announced that on December27, 2017 (the “Redemption Date”) the Company would redeem all remaining outstanding Convertible Notes as of November22, 2017 for cash at a price of 50% of the principal amount of the Convertible Notes, plus accrued and unpaid interest, if any. As of November22, 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 Company’s 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 December21, 2017, the Company issued shares of Common Stock on multiple dates in satisfaction of its conversion obligations to the conversion elections delivered by noteholders to the Company. All conversion elections delivered by noteholders to the Company through December26, 2017, have resulted, or will result, in the following issuances of shares of Common Stock:
|
IssuanceDate |
SharesIssued(orto beIssued) |
PrincipalConverted(ortobe converted) |
|
|
December21, 2017 |
4,009,657 |
$ |
156,412,000 |
|
December22, 2017 |
72,291 |
2,820,000 |
|
|
December26, 2017 |
64,164 |
2,503,000 |
|
|
December27, 2017 |
28,531 |
1,113,000 |
|
|
December28, 2017 |
914,202 |
35,662,000 |
|
|
December29, 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 50% 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 Section4(a)(2)and 3(a)(9)of the Securities Act of 1933, as amended.