X0205 3 2012-04-19 0 0001212458 PROOFPOINT INC PFPT 0001129541 MDV VII LP 3000 SAND HILL ROAD, BLDG. 3, SUITE 290 MENLO PARK CA 94025 1 0 1 0 0001027621 FEIBER JONATHAN D 3000 SAND HILL ROAD BLDG 1 SUITE 240 MENLO PARK CA 94025 1 0 0 0 Series A Preferred Stock Common Stock 3750000 D Series B Preferred Stock Common Stock 1979519 D Series C Preferred Stock Common Stock 1442906 D Series E Preferred Stock Common Stock 1147588 D Series F Preferred Stock Common Stock 563910 D Non-qualified stock option 4.88 2020-10-28 Common Stock 12500 I See footnote 9 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. 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. 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. 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. 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. Jonathan Feiber, a director of the Issuer and a managing member of Seventh MDV Partners, L.L.C., the general partner of the MDV VII, L.P. ("MDV"), may be deemed to share voting and dispositive power over the shares held by MDV. Mr. Feiber disclaims beneficial ownership of shares held by MDV except to the extent of any pecuniary interest therein. The stock option is immediately exercisable in full. Reflects a 1-for-2 reverse stock split effected by the Issuer on April 2, 2012. Stock option held directly by Jonathan Feiber, a director of the Issuer and a managing member of Seventh MDV Partners, L.L.C., the general partner of MDV. /s/ Jonathan Feiber, as a managing member of Seventh MDV Partners, L.L.C., the general partner of MDV VII, L.P. 2012-04-19 /s/ Jonathan Feiber 2012-04-19