SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

HARVEY KEVIN

(Last)

(First)

(Middle)

2480 SAND HILL ROAD,

SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/19/2012

3. Issuer Name and Ticker or Trading Symbol
PROOFPOINT INC [ PFPT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	3,400,000⁽¹⁾	⁽¹⁾	I	See footnote 8⁽⁸⁾
Series B Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	1,794,764⁽²⁾	⁽²⁾	I	See footnote 8⁽⁸⁾
Series C Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	1,308,234⁽³⁾	⁽³⁾	I	See footnote 8⁽⁸⁾
Series E Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	1,040,480⁽⁴⁾	⁽⁴⁾	I	See footnote 8⁽⁸⁾
Series F Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	973,006⁽⁵⁾	⁽⁵⁾	I	See footnote 8⁽⁸⁾
Non-qualified stock option (right to buy)	⁽⁶⁾	10/28/2020	Common Stock	12,500⁽⁷⁾	$4.88	D⁽⁹⁾

Explanation of Responses:

1. Each share of Series A Preferred Stock will automatically convert into 0.5 shares of Issuer's Common Stock upon the closing of the Issuer's initial public offering of Common Stock for no additional consideration, and has no expiration date. This conversion ratio reflects an adjustment following a 1-for-2 reverse stock split effected by the Issuer on April 2, 2012.

2. Each share of Series B Preferred Stock will automatically convert into 0.5 shares of Issuer's Common Stock upon the closing of the Issuer's initial public offering of Common Stock for no additional consideration, and has no expiration date. This conversion ratio reflects an adjustment following a 1-for-2 reverse stock split effected by the Issuer on April 2, 2012.

3. Each share of Series C Preferred Stock will automatically convert into 0.5 shares of Issuer's Common Stock upon the closing of the Issuer's initial public offering of Common Stock for no additional consideration, and has no expiration date. This conversion ratio reflects an adjustment following a 1-for-2 reverse stock split effected by the Issuer on April 2, 2012.

4. Each share of Series E Preferred Stock will automatically convert into 0.502315 shares of Issuer's Common Stock upon the closing of the Issuer's initial public offering of Common Stock for no additional consideration, and has no expiration date. This conversion ratio reflects an adjustment following a 1-for-2 reverse stock split effected by the Issuer on April 2, 2012.

5. Each share of Series F Preferred Stock will automatically convert into 0.5 shares of Issuer's Common Stock upon the closing of the Issuer's initial public offering of Common Stock for no additional consideration, and has no expiration date. This conversion ratio reflects an adjustment following a 1-for-2 reverse stock split effected by the Issuer on April 2, 2012.

6. The stock option is immediately exercisable in full.

7. Reflects a 1-for-2 reverse stock split effected by the Issuer on April 2, 2012.

8. 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.

9. Stock option held directly by the Reporting Person, who is a managing member of BCMC IV.

Remarks:

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 3, but relating to the same transaction being filed by entities affiliated with Benchmark Capital and their applicable members.*

	/s/ Steven M. Spurlock, by power of attorney for Kevin R. Harvey	04/19/2012
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.