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 June 17, 2015, Proofpoint, Inc. (the “Company”) previously issued $230.0 million in aggregate principal amount of 0.75% Senior Convertible Notes due 2020 (the “Convertible Notes”). The Convertible Notes are governed by the Indenture (the “Indenture”), dated June 17, 2015, 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 previously reported, on August 21, 2018, the Company issued a notice of redemption to holders of its outstanding Convertible Notes, pursuant to which it announced that on September 25, 2018 (the “Redemption Date”) the Company would redeem all remaining outstanding Convertible Notes as of August 21, 2018 for cash at a price of 100% of the principal amount of the Convertible Notes, plus accrued and unpaid interest, if any. As of August 21, 2018, $230.0 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 12.7402 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 August 30, 2018, 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. In the aggregate, holders of $229.9 million in principal amount of Convertibles Notes elected to convert, which resulted in the Company issuing 2,928,480 shares of Common Stock.
The shares of Common Stock delivered in connection with these conversions were 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.
On the Redemption Date, the Company redeemed by cash payment $0.1 million 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.
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