X0305 4 2012-04-25 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 3-290 MENLO PARK CA 94025 1 0 0 0 0001250354 SCHOENDORF NANCY J 3000 SAND HILL ROAD, 3-290 MENLO PARK CA 94025 1 0 1 0 Common Stock 2012-04-25 4 C 0 4444618 A 4444618 D Common Stock 2012-04-25 4 S 0 347826 13.00 D 4096792 D Series A Preferred Stock 2012-04-25 4 C 0 3750000 0 D Common Stock 1875000 0 D Series B Preferred Stock 2012-04-25 4 C 0 1979519 0 D Common Stock 989759.5 0 D Series C Preferred Stock 2012-04-25 4 C 0 1442906 0 D Common Stock 721453 0 D Series E Preferred Stock 2012-04-25 4 C 0 1147588 0 D Common Stock 576450.6662 0 D Series F Preferred Stock 2012-04-25 4 C 0 563910 0 D Common Stock 281955 0 D In connection with the closing of the Issuer's initial public offering on April 25, 2012, each share of Series A, Series B, Series C and Series F Preferred Stock automatically converted into 0.5 shares of Issuer's Common Stock, and each share of Series E Preferred Stock automatically converted into 0.502315 shares of Issuer's Common Stock, for no additional consideration, reflecting an adjustment following a 1-for-2 reverse stock split effected by the Issuer on April 2, 2012. All shares of Common Stock (including fractions thereof) issued upon conversion were aggregated. No fractional share was issued upon the conversion of any share or shares of Preferred Stock. Shares directly held by MDV VII, L.P. ("MDV"). Jonathan Feiber, a director of the Issuer, and Nancy J. Schoendorf are managing members of Seventh MDV Partners, L.L.C., the general partner of MDV, and may be deemed to share voting and dispositive power over the shares held by MDV. Mr. Feiber and Ms. Schoendorf disclaim beneficial ownership of the shares held by MDV except to the extent of any pecuniary interest therein. Shares sold as part of the Issuer's initial public offering. None. /s/ Jonathan Feiber, as a managing member of Seventh MDV Partners, L.L.C., the general partner of MDV VII, L.P. By Nanette A. Dove, Attorney-In-Fact 2012-04-25 /s/ Jonathan Feiber By Nanette A. Dove, Attorney-In-Fact 2012-04-25 /s/ Nancy J. Schoendorf 2012-04-25