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*
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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/07/2013
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 05/07/2013 J(1) 618,485 D $0.00 2,428,849 D(2)
Common Stock 05/07/2013 J(3) 58,875 D $0.00 2,369,974 D(2)
Common Stock 05/14/2013 S 22,640 D $18.305(4) 2,347,334 D(2)
Common Stock 05/07/2013 J(5) 1,699 A $0.00 1,699 D(6)
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*
MDV VII LP

(Last) (First) (Middle)
3000 SAND HILL ROAD, BLDG. 3, SUITE 290

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Seventh MDV Partners, L.L.C.

(Last) (First) (Middle)
3000 SAND HILL ROAD, BLDG. 3, SUITE 290

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SCHOENDORF NANCY J

(Last) (First) (Middle)
3000 SAND HILL ROAD, BLDG. 3, SUITE 290

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
Explanation of Responses:
1. Represents a pro-rata in-kind distribution by MDV VII, L.P. "MDV" without consideration to its limited partners.
2. Shares directly held by MDV. Jonathan Feiber, a director of the issuer, and Nancy Schoendorf are managing members of Seventh MDV Partners, L.L.C. ("Seventh"), the general partner of MDV. Each of Jonathan Feiber, Nancy Schoendorf, and Seventh may be deemed to share voting and dispositive power over the shares held by MDV. Mr. Feiber, Ms. Schoendorf, and Seventh disclaim beneficial ownership of the shares held by MDV except to the extent of any pecuniary interest therein. Mr. Feiber is filing his own Form 4 separately.
3. Represents a pro-rata in-kind distribution by MDV as nominee for MDV VII Leaders Fund, L.P. without consideration to its limited partners.
4. Price reflected is the weighted-average sale price for shares sold in this transaction. The range of sale prices for this transaction was $18.3000 to $18.3975 per share. This represents the sale of 14,888 shares sold by MDV as nominee for MDV ENF VII(A), L.P. and the sale of 7,752 shares sold by MDV as nominee for MDV ENF VII(B), L.P. The Reporting Persons undertake to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
5. Represents a pro-rata in-kind distribution to Nancy Schoendorf from MDV as nominee for MDV VII Leaders Fund, L.P. without consideration.
6. Shares directly held by Nancy Schoendorf.
Remarks:
MDV VII, L.P. 05/20/2013
Seventh MDV Partners, L.L.C. 05/20/2013
Nancy Schoendorf 05/20/2013
** 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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