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)
04/29/2013
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 04/29/2013 S 96,770 D $18.6(1) 2,923,962 I See footnote(2)
Common Stock 04/29/2013 S 2,490 D $18.6(1) 75,236 I See footnote(3)
Common Stock 04/29/2013 S 740 D $18.6(1) 22,359 I See footnote(4)
Common Stock 04/30/2013 S 3,924 D $18.5 2,920,038 I See footnote(2)
Common Stock 04/30/2013 S 101 D $18.5 75,135 I See footnote(3)
Common Stock 04/30/2013 S 30 D $18.5 22,329 I See footnote(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
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)
1. Name and Address of Reporting Person*
Meritech Capital Associates II L.L.C.

(Last) (First) (Middle)
245 LYTTON AVENUE, SUITE 350
SUITE 200

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MERITECH CAPITAL PARTNERS II LP

(Last) (First) (Middle)
245 LYTTON AVENUE, SUITE 350
SUITE 200

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MERITECH CAPITAL AFFILIATES II LP

(Last) (First) (Middle)
245 LYTTON AVENUE, SUITE 350
SUITE 200

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MCP ENTREPRENEUR PARTNERS II LP

(Last) (First) (Middle)
245 LYTTON AVENUE, SUITE 350
SUITE 200

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MADERA PAUL S

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

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GORDON MICHAEL B

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

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
Explanation of Responses:
1. 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.
2. 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.
3. 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.
4. 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. 05/01/2013
/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. 05/01/2013
/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. 05/01/2013
/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. 05/01/2013
/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. 05/01/2013
/s/ Joel Backman, by power of attorney for Paul S. Madera 05/01/2013
/s/ Joel Backman, by power of attorney for Michael B. Gordon 05/01/2013
** 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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