X0305 4 2012-04-25 0 0001212458 PROOFPOINT INC PFPT 0001167040 BENCHMARK CAPITAL MANAGEMENT CO IV LLC 2480 SAND HILL RD STE 200 MENLO PARK CA 94025 0 0 1 0 0001167038 BENCHMARK CAPITAL PARTNERS IV LP 2480 SAND HILL RD STE 200 MENLO PARK CA 94025 0 0 1 0 0001105215 BENCHMARK FOUNDERS FUND IV LP 2480 SAND HILL ROAD SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001105486 BENCHMARK FOUNDERS FUND IV A LP 2480 SAND HILL ROAD SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001274290 BENCHMARK FOUNDERS FUND IV-B LP 2480 SAND HILL ROAD SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001190192 BALKANSKI ALEXANDRE 2480 SAND HILL ROAD SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001190211 DUNLEVIE BRUCE 2480 SAND HILL ROAD SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001190191 GURLEY J WILLIAM 2480 SAND HILL ROAD SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001183234 KAGLE ROBERT 2480 SAND HILL ROAD SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001190193 SPURLOCK STEVEN M 2480 SAND HILL ROAD SUITE 200 MENLO PARK CA 94025 0 0 1 0 Common Stock 2012-04-25 4 C 0 4260650 A 4260650 I See footnote 3 Series A Preferered Stock 2012-04-25 4 C 0 3400000 0 D Common Stock 1700000 0 I See footnote 3 Series B Preferred Stock 2012-04-25 4 C 0 1794764 0 D Common Stock 897382 0 I See footnote 3 Series C Preferred Stock 2012-04-25 4 C 0 1308234 0 D Common Stock 654117 0 I See footnote 3 Series E Preferred Stock 2012-04-25 4 C 0 1040480 0 D Common Stock 522648.7112 0 I See footnote 3 Series F Preferred Stock 2012-04-25 4 C 0 973006 0 D Common Stock 486503 0 I See footnote 3 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. Shares held of record by Benchmark Capital Partners IV, L.P. ("BCP IV"), as nominee for BCP IV, Benchmark Founders' Fund IV, L.P. ("BFF IV"), Benchmark Founders' Fund IV-A, L.P. ("BFF IV-A"), Benchmark Founders' Fund IV-B, L.P. ("BFF IV-B") and related persons. Benchmark Capital Management Co. IV, L.L.C. ("BCMC IV"), the general partner of each of BCP IV, BFF IV, BFF IV-A and BFF IV-B, may be deemed to have sole voting and investment power over the reported shares of the Issuer's stock held by such funds. None. Alexandre Balkanski, Bruce Dunlevie, J. William Gurley, Kevin R. Harvey, Robert Kagle and Steven M. Spurlock are the managing members of Benchmark Capital Management Co. IV, L.L.C., which serves as general partner to Benchmark Capital Partners IV, L.P., Benchmark Founders' Fund IV, Benchmark Founders' Fund IV-A, L.P. and Benchmark Founders' Fund IV-B, L.P., and may be deemed to share voting and investment power over the shares beneficially held by such entities. Each such person disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such person's pecuniary interest in such securities) other than any securities being reported herein as being directly owned by such person. *This report is one of two reports, each on a separate Form 4, but relating to the same transaction being filed by entities affiliated with Benchmark Capital and their applicable members.* /s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. IV, L.L.C. 2012-04-25 /s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. IV, L.L.C., the General Partner of Benchmark Capital Partners IV, L.P. 2012-04-25 /s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. IV, L.L.C., the General Partner of Benchmark Founders' Fund IV, L.P. 2012-04-25 /s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. IV, L.L.C., the General Partner of Benchmark Founders' Fund IV-A, L.P. 2012-04-25 /s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. IV, L.L.C., the General Partner of Benchmark Founders' Fund IV-B, L.P. 2012-04-25 /s/ Steven M. Spurlock, by power of attorney for Alexandre Balkanski 2012-04-25 /s/ Steven M. Spurlock, by power of attorney for Bruce Dunlevie 2012-04-25 /s/ Steven M. Spurlock, by power of attorney for J. William Gurley 2012-04-25 /s/ Steven M. Spurlock, by power of attorney for Robert Kagle 2012-04-25 /s/ Steven M. Spurlock 2012-04-25