0001181431-13-024453.txt : 20130501 0001181431-13-024453.hdr.sgml : 20130501 20130501205814 ACCESSION NUMBER: 0001181431-13-024453 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130429 FILED AS OF DATE: 20130501 DATE AS OF CHANGE: 20130501 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PROOFPOINT INC CENTRAL INDEX KEY: 0001212458 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 510414846 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 892 ROSS DRIVE CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: 408-517-4710 MAIL ADDRESS: STREET 1: 892 ROSS DRIVE CITY: SUNNYVALE STATE: CA ZIP: 94089 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MERITECH CAPITAL PARTNERS II LP CENTRAL INDEX KEY: 0001119133 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35506 FILM NUMBER: 13805130 BUSINESS ADDRESS: STREET 1: 245 LYTTON AVENUE STREET 2: SUITE 350 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 6504752200 MAIL ADDRESS: STREET 1: 245 LYTTON AVENUE STREET 2: SUITE 350 CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MCP ENTREPRENEUR PARTNERS II LP CENTRAL INDEX KEY: 0001130610 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35506 FILM NUMBER: 13805128 BUSINESS ADDRESS: STREET 1: 245 LYTTON AVENUE STREET 2: SUITE 350 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 6504752200 MAIL ADDRESS: STREET 1: 245 LYTTON AVENUE STREET 2: SUITE 350 CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MADERA PAUL S CENTRAL INDEX KEY: 0001255151 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35506 FILM NUMBER: 13805133 MAIL ADDRESS: STREET 1: 245 LYTTON AVENUE STREET 2: SUITE 350 CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GORDON MICHAEL B CENTRAL INDEX KEY: 0001255152 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35506 FILM NUMBER: 13805127 MAIL ADDRESS: STREET 1: 245 LYTTON AVENUE STREET 2: SUITE 350 CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MERITECH CAPITAL AFFILIATES II LP CENTRAL INDEX KEY: 0001255154 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35506 FILM NUMBER: 13805129 BUSINESS ADDRESS: STREET 1: 245 LYTTON AVENUE STREET 2: SUITE 350 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 6504752200 MAIL ADDRESS: STREET 1: 245 LYTTON AVENUE STREET 2: SUITE 350 CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Meritech Capital Associates II L.L.C. CENTRAL INDEX KEY: 0001299073 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35506 FILM NUMBER: 13805131 BUSINESS ADDRESS: STREET 1: 245 LYTTON AVENUE STREET 2: SUITE 350 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-475-2200 MAIL ADDRESS: STREET 1: 245 LYTTON AVENUE STREET 2: SUITE 350 CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Meritech Management Associates II L.L.C. CENTRAL INDEX KEY: 0001299074 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35506 FILM NUMBER: 13805132 BUSINESS ADDRESS: STREET 1: 245 LYTTON AVENUE STREET 2: SUITE 350 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-475-2200 MAIL ADDRESS: STREET 1: 245 LYTTON AVENUE STREET 2: SUITE 350 CITY: PALO ALTO STATE: CA ZIP: 94301 4 1 rrd377909.xml X0306 4 2013-04-29 1 0001212458 PROOFPOINT INC PFPT 0001299074 Meritech Management Associates II L.L.C. 245 LYTTON AVENUE, SUITE 350 PALO ALTO CA 94301 0 0 1 0 0001299073 Meritech Capital Associates II L.L.C. 245 LYTTON AVENUE, SUITE 350 SUITE 200 PALO ALTO CA 94301 0 0 1 0 0001119133 MERITECH CAPITAL PARTNERS II LP 245 LYTTON AVENUE, SUITE 350 SUITE 200 PALO ALTO CA 94301 0 0 1 0 0001255154 MERITECH CAPITAL AFFILIATES II LP 245 LYTTON AVENUE, SUITE 350 SUITE 200 PALO ALTO CA 94301 0 0 1 0 0001130610 MCP ENTREPRENEUR PARTNERS II LP 245 LYTTON AVENUE, SUITE 350 SUITE 200 PALO ALTO CA 94301 0 0 1 0 0001255151 MADERA PAUL S 245 LYTTON AVENUE, SUITE 350 PALO ALTO CA 94301 0 0 1 0 0001255152 GORDON MICHAEL B 245 LYTTON AVENUE, SUITE 350 PALO ALTO CA 94301 0 0 1 0 Common Stock 2013-04-29 4 S 0 96770 18.6 D 2923962 I See footnote Common Stock 2013-04-29 4 S 0 2490 18.6 D 75236 I See footnote Common Stock 2013-04-29 4 S 0 740 18.6 D 22359 I See footnote Common Stock 2013-04-30 4 S 0 3924 18.5 D 2920038 I See footnote Common Stock 2013-04-30 4 S 0 101 18.5 D 75135 I See footnote Common Stock 2013-04-30 4 S 0 30 18.5 D 22329 I See footnote The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.50 to $19.04, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 1 to this Form 4. The reported securities are held of record by Meritech Capital Partners II L.P. ("MCP II"). Meritech Capital Associates II L.L.C., the general partner of MCP II, has sole voting and dispositive power with respect to the securities held by MCP II. The managing member of Meritech Capital Associates II L.L.C. is Meritech Management Associates II L.L.C. Paul S. Madera and Michael B. Gordon, the managing members of Meritech Management Associates II L.L.C., share voting and dispositive power with respect to the shares held by MCP II. Such persons and entities disclaim beneficial ownership of the securities held by MCP II except to the extent of any pecuniary interest therein. The reported securities are held of record by Meritech Capital Affiliates II L.P ("MCA II"). Meritech Capital Associates II L.L.C., the general partner of MCA II, has sole voting and dispositive power with respect to the securities held by MCA II. The managing member of Meritech Capital Associates II L.L.C. is Meritech Management Associates II L.L.C. Paul S. Madera and Michael B. Gordon, the managing members of Meritech Management Associates II L.L.C., share voting and dispositive power with respect to the shares held by MCA II. Such persons and entities disclaim beneficial ownership of the securities held by MCA II except to the extent of any pecuniary interest therein. The reported securities are held of record by MCP Entrepreneur Partners II L.P ("MCPEP II"). Meritech Capital Associates II L.L.C., the general partner of MCPEP II, has sole voting and dispositive power with respect to the securities held by MCPEP II. The managing member of Meritech Capital Associates II L.L.C. is Meritech Management Associates II L.L.C. Paul S. Madera and Michael B. Gordon, the managing members of Meritech Management Associates II L.L.C., share voting and dispositive power with respect to the shares held by MCPEP II. Such persons and entities disclaim beneficial ownership of the securities held by MCPEP II except to the extent of any pecuniary interest therein. /s/ Joel Backman, by power of attorney for Meritech Management Associates II L.L.C. 2013-05-01 /s/ Joel Backman, by power of attorney for Meritech Management Associates II L.L.C., the managing member of Meritech Capital Associates II L.L.C. 2013-05-01 /s/ Joel Backman, by power of attorney for Meritech Management Associates II L.L.C., the managing member of Meritech Capital Associates II L.L.C., the general partner of Meritech Capital Partners II L.P. 2013-05-01 /s/ Joel Backman, by power of attorney for Meritech Management Associates II L.L.C., the managing member of Meritech Capital Associates II L.L.C., the general partner of Meritech Capital Affiliates II L.P. 2013-05-01 /s/ Joel Backman, by power of attorney for Meritech Management Associates II L.L.C., the managing member of Meritech Capital Associates II L.L.C., the general partner of MCP Entrepreneur Partners II L.P. 2013-05-01 /s/ Joel Backman, by power of attorney for Paul S. Madera 2013-05-01 /s/ Joel Backman, by power of attorney for Michael B. Gordon 2013-05-01 EX-24.TXT 2 rrd339665_384175.htm POWER OF ATTORNEY rrd339665_384175.html 
AGREEMENT TO FILE JOINTLY AND STATEMENT APPOINTING DESIGNATED FILER AND
AUTHORIZED SIGNATORY

Each of the undersigned entities and individuals (collectively, the "Reporting Persons") hereby
authorizes and designates Meritech Management Associates L.L.C. or such other person or entity as is designated in
writing by Paul Madera (the "Designated Filer") as the beneficial owner to prepare and file on behalf of such
Reporting Person individually, or jointly together with the other Reporting Persons, any and all reports, notices,
communications and other documents (including, but not limited to, reports on Schedule 13D, Schedule 13G,
Schedule 13H, Form 13-F, Form 3, Form 4 and Form 5) that such Reporting Person may be required to file with the
United States Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (together
with the implementing regulations thereto, the "Act") and the Securities Exchange Act of 1934, as amended
(together with the implementing regulations thereto, the "Exchange Act") (collectively, the "Reports") with respect
to each Reporting Person's ownership of, or transactions in, securities of any entity whose securities are beneficially
owned (directly or indirectly) by such Reporting Person (collectively, the "Companies").

Each Reporting Person hereby further authorizes and designates Joel Backman (the "Authorized
Signatory") to execute and file on behalf of such Reporting Person the Reports and to perform any and all other acts,
which in the opinion of the Designated Filer or Authorized Signatory may be necessary or incidental to the
performance of the foregoing powers herein granted.

The authority of the Designated Filer and the Authorized Signatory under this Document with
respect to each Reporting Person shall continue until such Reporting Person is no longer required to file any Reports
with respect to the Reporting Person's ownership of, or transactions in, the securities of the Companies, unless
earlier revoked in writing. Each Reporting Person acknowledges that the Designated Filer and the Authorized
Signatory are not assuming any of the Reporting Person's responsibilities to comply with the Act or the Exchange
Act.

May 18, 2012 MERITECH MANAGEMENT ASSOCIATES II L.L.C.,
a Delaware Limited Liability Company

By: /s/ Paul Madera
Paul Madera, Managing Member

May 18, 2012 MERITECH CAPITAL ASSOCIATES II L.L.C.,
a Delaware Limited Liability Company

By: MERITECH MANAGEMENT ASSOCIATES II L.L.C.,
a Delaware Limited Liability Company
Its General Partner

By: /s/ Paul Madera
Paul Madera, Managing Member

May 18, 2012 MERITECH CAPITAL PARTNERS II L.P.,
a Delaware Limited Partnership

By: MERITECH CAPITAL ASSOCIATES II L.L.C.,
a Delaware Limited Liability Company
Its General Partner

By: MERITECH MANAGEMENT ASSOCIATES II L.L.C.,
a Delaware Limited Liability Company
Its General Partner

By: /s/ Paul Madera
Paul Madera, Managing Member

May 18, 2012 MERITECH CAPITAL AFFILIATES II L.P.,
a Delaware Limited Partnership

By: MERITECH CAPITAL ASSOCIATES II L.L.C.,
a Delaware Limited Liability Company
Its General Partner

By: MERITECH MANAGEMENT ASSOCIATES II L.L.C.,
a Delaware Limited Liability Company
Its General Partner

By: /s/ Paul Madera
Paul Madera, Managing Member

May 18, 2012 By: /s/ Paul Madera
Paul Madera

May 18, 2012 By: /s/ Mike Gordon
Mike Gordon

May 18, 2012 By: /s/ Rob Ward
Rob Ward