SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Hahn Eric

(Last)

(First)

(Middle)

C/O PROOFPOINT, INC.

892 ROSS DRIVE

(Street)

SUNNYVALE

94089

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/19/2012

3. Issuer Name and Ticker or Trading Symbol
PROOFPOINT INC [ PFPT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Chairman

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	623,727⁽¹⁾	D
Common Stock	40,000⁽¹⁾	I	By Trust 1⁽²⁾
Common Stock	40,000⁽¹⁾	I	By Trust 2⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	200,000⁽⁵⁾	⁽⁵⁾	I	By Family Trust⁽⁴⁾
Series B Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	105,574⁽⁶⁾	⁽⁶⁾	I	By Family Trust⁽⁴⁾
Series C Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	76,955⁽⁷⁾	⁽⁷⁾	I	By Family Trust⁽⁴⁾
Series E Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	61,205⁽⁸⁾	⁽⁸⁾	I	By Family Trust⁽⁴⁾
Series F Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	18,797⁽⁹⁾	⁽⁹⁾	D
Non-qualified stock option (right to buy)	⁽¹⁰⁾	01/23/2022	Common Stock	15,000⁽¹⁾	$7.98	D
Incentive stock option (right to buy)	⁽¹⁰⁾	07/18/2017	Common Stock	43,478⁽¹⁾	$2.3	D
Non-qualified stock option (right to buy)	⁽¹⁰⁾	07/18/2017	Common Stock	64,757⁽¹⁾	$2.3	D
Non-qualified stock option (right to buy)	⁽¹⁰⁾	10/28/2020	Common Stock	15,000⁽¹⁾	$4.88	D

Explanation of Responses:

1. Reflects a 1-for-2 reverse stock split effected by the Issuer on April 2, 2012.

2. Shares directly held by the Evan Matthew Hahn Trust, U/A DTD 3/14/1996, of which the Reporting Person is a trustee and may be deemed to share voting and dispositive power over these shares.

3. Shares directly held by the Jeremy Stephen Hahn Trust, U/A DTD 10/20/1999, of which the Reporting Person is a trustee and may be deemed to share voting and dispositive power over these shares.

4. Shares directly held by the Hahn Family Trust dated 10/20/1999, of which the Reporting Person is a trustee and may be deemed to share voting and dispositive power over these shares.

5. Each share of Series A Preferred Stock will automatically convert into 0.5 shares of Issuer's Common Stock upon the closing of the Issuer's initial public offering of Common Stock for no additional consideration, and has no expiration date. This conversion ratio reflects an adjustment following a 1-for-2 reverse stock split effected by the Issuer on April 2, 2012.

6. Each share of Series B Preferred Stock will automatically convert into 0.5 shares of Issuer's Common Stock upon the closing of the Issuer's initial public offering of Common Stock for no additional consideration, and has no expiration date. This conversion ratio reflects an adjustment following a 1-for-2 reverse stock split effected by the Issuer on April 2, 2012.

7. Each share of Series C Preferred Stock will automatically convert into 0.5 shares of Issuer's Common Stock upon the closing of the Issuer's initial public offering of Common Stock for no additional consideration, and has no expiration date. This conversion ratio reflects an adjustment following a 1-for-2 reverse stock split effected by the Issuer on April 2, 2012.

8. Each share of Series E Preferred Stock will automatically convert into 0.502315 shares of Issuer's Common Stock upon the closing of the Issuer's initial public offering of Common Stock for no additional consideration, and has no expiration date. This conversion ratio reflects an adjustment following a 1-for-2 reverse stock split effected by the Issuer on April 2, 2012.

9. Each share of Series F Preferred Stock will automatically convert into 0.5 shares of Issuer's Common Stock upon the closing of the Issuer's initial public offering of Common Stock for no additional consideration, and has no expiration date. This conversion ratio reflects an adjustment following a 1-for-2 reverse stock split effected by the Issuer on April 2, 2012.

10. The stock option is immediately exercisable in full.

Remarks:

	/s/ Erich Hahn By Nanette A. Dove, Attorney-In-Fact	04/19/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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