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
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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*
Meritech Management Associates II L.L.C.

(Last) (First) (Middle)
245 LYTTON AVENUE
SUITE 350

(Street)
PALO ALTO CA 94301

(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)
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 3,020,732(1) A (1) 3,020,732(1) I See footnote 3(2)
Common Stock 04/25/2012 C 77,726(1) A (1) 77,726(1) I See footnote 4(3)
Common Stock 04/25/2012 C 23,099(1) A (1) 23,099(1) I See footnote 5(4)
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 C Preferred Stock (1) 04/25/2012 C 4,421,291 (1) (5) Common Stock 2,210,645.5(1) $0 0 I See footnote 3(2)
Series E Preferred Stock (1) 04/25/2012 C 707,406 (1) (5) Common Stock 355,340.6449(1) $0 0 I See footnote 3(2)
Series F Preferred Stock (1) 04/25/2012 C 909,493 (1) (5) Common Stock 454,746.5(1) $0 0 I See footnote 3(2)
Series C Preferred Stock (1) 04/25/2012 C 113,765 (1) (5) Common Stock 56,882.5(1) $0 0 I See footnote 4(3)
Series E Preferred Stock (1) 04/25/2012 C 18,202 (1) (5) Common Stock 9,143.1376(1) $0 0 I See footnote 4(3)
Series F Preferred Stock (1) 04/25/2012 C 23,402 (1) (5) Common Stock 11,701(1) $0 0 I See footnote 4(3)
Series C Preferred Stock (1) 04/25/2012 C 33,809 (1) (5) Common Stock 16,904.5(1) $0 0 I See footnote 5(4)
Series E Preferred Stock (1) 04/25/2012 C 5,410 (1) (5) Common Stock 2,717.5241(1) $0 0 I See footnote 5(4)
Series F Preferred Stock (1) 04/25/2012 C 6,955 (1) (5) Common Stock 3,477.5(1) $0 0 I See footnote 5(4)
1. Name and Address of Reporting Person*
Meritech Management Associates II L.L.C.

(Last) (First) (Middle)
245 LYTTON AVENUE
SUITE 350

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Meritech Capital Associates II L.L.C.

(Last) (First) (Middle)
245 LYTTON AVENUE
SUITE 350

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MERITECH CAPITAL AFFILIATES II LP

(Last) (First) (Middle)
245 LYTTON AVENUE
SUITE 350

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MERITECH CAPITAL PARTNERS II LP

(Last) (First) (Middle)
245 LYTTON AVENUE
SUITE 350

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MCP ENTREPRENEUR PARTNERS II LP

(Last) (First) (Middle)
245 LYTTON AVENUE
SUITE 350

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MADERA PAUL S

(Last) (First) (Middle)
245 LYTTON AVENUE
STE 350

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GORDON MICHAEL B

(Last) (First) (Middle)
245 LYTTON AVENUE
STE 350

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
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 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 held directly by Meritech Capital Partners II L.P. ("MCP II"). Meritech Management Associates II L.L.C., a managing member of Meritech Capital Associates II L.L.C., the general partner of MCP II, and Paul S. Madera and Michael B. Gordon, the managing members of Meritech Management Associates II L.L.C., may be deemed to share voting and dispositive power over the shares held by MCP II. Such persons and entities disclaim beneficial ownership of shares held by MCP II except to the extent of any pecuniary interest therein.
3. Shares held directly by Meritech Capital Affiliates II L.P. "(MCA II"). Meritech Management Associates II L.L.C., a managing member of Meritech Capital Associates II L.L.C., the general partner of MCA II, and Paul S. Madera and Michael B. Gordon, the managing members of Meritech Management Associates II L.L.C., may be deemed to share voting and dispositive power over the shares held by MCA II. Such persons and entities disclaim beneficial ownership of shares held by MCA II except to the extent of any pecuniary interest therein.
4. Shares held directly by MCP Entrepreneur Partners II L.P. ("Entrepreneur"). Meritech Management Associates II L.L.C., a managing member of Meritech Capital Associates II L.L.C., the general partner of Entrepreneur, and Paul S. Madera and Michael B. Gordon, the managing members of Meritech Management Associates II L.L.C., may be deemed to share voting and dispositive power over the shares held by Entrepreneur. Such persons and entities disclaim beneficial ownership of shares held by Entrepreneur except to the extent of any pecuniary interest therein.
5. None.
Remarks:
/s/ Paul S. Madera, as a managing member of Meritech Management Associates II L.L.C. 04/25/2012
/s/ Paul S. Madera, as a managing member of Meritech Management Associates II L.L.C., a managing member of Meritech Capital Associates II L.L.C. 04/25/2012
/s/ Paul S. Madera, as a managing member of Meritech Management Associates II L.L.C., a managing member of Meritech Capital Associates II L.L.C., the general partner of Meritech Capital Partners II L.P. 04/25/2012
/s/ Paul S. Madera, as a managing member of Meritech Management Associates II L.L.C., a managing member of Meritech Capital Associates II L.L.C., the general partner of Meritech Capital Affiliates II L.P. 04/25/2012
/s/ Paul S. Madera, as a managing member of Meritech Management Associates II L.L.C., a managing member of Meritech Capital Associates II L.L.C., the general partner of MCP Entrepreneur Partners II L.P. 04/25/2012
/s/ Paul S. Madera 04/25/2012
/s/ Michael B. Gordon 04/25/2012
** 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 4 (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).
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