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Filing Details

Accession Number:: 0001181431-13-024453
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-05-01 20:58:14
Reporting Period:: 2013-04-29

Filing Date:: 2013-05-01
Accepted Time:: 2013-05-01 20:58:14
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1212458	Proofpoint Inc	PFPT	Services-Computer Processing & Data Preparation (7374)	510414846

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1119133	Meritech Capital Partners Ii Lp	245 Lytton Avenue, Suite 350 Suite 200 Palo Alto CA 94301	No	No	Yes	No
1130610	Mcp Entrepreneur Partners Ii Lp	245 Lytton Avenue, Suite 350 Suite 200 Palo Alto CA 94301	No	No	Yes	No
1255151	S Paul Madera	245 Lytton Avenue, Suite 350 Palo Alto CA 94301	No	No	Yes	No
1255152	B Michael Gordon	245 Lytton Avenue, Suite 350 Palo Alto CA 94301	No	No	Yes	No
1255154	Meritech Capital Affiliates Ii Lp	245 Lytton Avenue, Suite 350 Suite 200 Palo Alto CA 94301	No	No	Yes	No
1299073	L.l.c. Ii Associates Capital Meritech	245 Lytton Avenue, Suite 350 Suite 200 Palo Alto CA 94301	No	No	Yes	No
1299074	L.l.c. Ii Associates Management Meritech	245 Lytton Avenue, Suite 350 Palo Alto CA 94301	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2013-04-29	96,770	$18.60	2,923,962	No	4	S	Indirect	See footnote
Common Stock	Disposition	2013-04-29	2,490	$18.60	75,236	No	4	S	Indirect	See footnote
Common Stock	Disposition	2013-04-29	740	$18.60	22,359	No	4	S	Indirect	See footnote
Common Stock	Disposition	2013-04-30	3,924	$18.50	2,920,038	No	4	S	Indirect	See footnote
Common Stock	Disposition	2013-04-30	101	$18.50	75,135	No	4	S	Indirect	See footnote
Common Stock	Disposition	2013-04-30	30	$18.50	22,329	No	4	S	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote

Footnotes

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.50 to $19.04, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 1 to this Form 4.
The reported securities are held of record by Meritech Capital Partners II L.P. ("MCP II"). Meritech Capital Associates II L.L.C., the general partner of MCP II, has sole voting and dispositive power with respect to the securities held by MCP II. The managing member of Meritech Capital Associates II L.L.C. is Meritech Management Associates II L.L.C. Paul S. Madera and Michael B. Gordon, the managing members of Meritech Management Associates II L.L.C., share voting and dispositive power with respect to the shares held by MCP II. Such persons and entities disclaim beneficial ownership of the securities held by MCP II except to the extent of any pecuniary interest therein.
The reported securities are held of record by Meritech Capital Affiliates II L.P ("MCA II"). Meritech Capital Associates II L.L.C., the general partner of MCA II, has sole voting and dispositive power with respect to the securities held by MCA II. The managing member of Meritech Capital Associates II L.L.C. is Meritech Management Associates II L.L.C. Paul S. Madera and Michael B. Gordon, the managing members of Meritech Management Associates II L.L.C., share voting and dispositive power with respect to the shares held by MCA II. Such persons and entities disclaim beneficial ownership of the securities held by MCA II except to the extent of any pecuniary interest therein.
The reported securities are held of record by MCP Entrepreneur Partners II L.P ("MCPEP II"). Meritech Capital Associates II L.L.C., the general partner of MCPEP II, has sole voting and dispositive power with respect to the securities held by MCPEP II. The managing member of Meritech Capital Associates II L.L.C. is Meritech Management Associates II L.L.C. Paul S. Madera and Michael B. Gordon, the managing members of Meritech Management Associates II L.L.C., share voting and dispositive power with respect to the shares held by MCPEP II. Such persons and entities disclaim beneficial ownership of the securities held by MCPEP II except to the extent of any pecuniary interest therein.