SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* MDV VII LP (Last) (First) (Middle) 3000 SAND HILL ROAD, BLDG. 3, SUITE 290 (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PROOFPOINT INC [ PFPT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 04/25/2012
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/25/2012		C		4,444,618(1)	A	(1)	4,444,618(1)	D(2)
Common Stock	04/25/2012		S		347,826(3)	D	$13	4,096,792	D(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(1)	04/25/2012		C			3,750,000	(1)	(4)	Common Stock	1,875,000(1)	$0	0	D(2)
Series B Preferred Stock	(1)	04/25/2012		C			1,979,519	(1)	(4)	Common Stock	989,759.5(1)	$0	0	D(2)
Series C Preferred Stock	(1)	04/25/2012		C			1,442,906	(1)	(4)	Common Stock	721,453(1)	$0	0	D(2)
Series E Preferred Stock	(1)	04/25/2012		C			1,147,588	(1)	(4)	Common Stock	576,450.6662(1)	$0	0	D(2)
Series F Preferred Stock	(1)	04/25/2012		C			563,910	(1)	(4)	Common Stock	281,955(1)	$0	0	D(2)

1. Name and Address of Reporting Person* MDV VII LP (Last) (First) (Middle) 3000 SAND HILL ROAD, BLDG. 3, SUITE 290 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FEIBER JONATHAN D (Last) (First) (Middle) 3000 SAND HILL ROAD 3-290 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SCHOENDORF NANCY J (Last) (First) (Middle) 3000 SAND HILL ROAD, 3-290 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. 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.

2. 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.

3. Shares sold as part of the Issuer's initial public offering.

4. None.

Remarks:

	/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	04/25/2012
	/s/ Jonathan Feiber By Nanette A. Dove, Attorney-In-Fact	04/25/2012
	/s/ Nancy J. Schoendorf	04/25/2012
	** Signature of Reporting Person	Date
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