0001140361-12-021419.txt : 20120425 0001140361-12-021419.hdr.sgml : 20120425 20120425163618 ACCESSION NUMBER: 0001140361-12-021419 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120425 FILED AS OF DATE: 20120425 DATE AS OF CHANGE: 20120425 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: HARVEY KEVIN CENTRAL INDEX KEY: 0001190213 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35506 FILM NUMBER: 12780024 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 4 1 doc1.xml FORM 4 X0305 4 2012-04-25 0 0001212458 PROOFPOINT INC PFPT 0001190213 HARVEY KEVIN 2480 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 1 0 1 0 Common Stock 2012-04-25 4 C 0 4260650 A 4260650 I See footnote 3 Series A Preferred 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, by power of attorney for Kevin R. Harvey 2012-04-25