0001181431-13-057837.txt : 20131108
0001181431-13-057837.hdr.sgml : 20131108
20131108154703
ACCESSION NUMBER: 0001181431-13-057837
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20131106
FILED AS OF DATE: 20131108
DATE AS OF CHANGE: 20131108
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: 131204558
MAIL ADDRESS:
STREET 1: 2480 SAND HILL ROAD
STREET 2: SUITE 200
CITY: MENLO PARK
STATE: CA
ZIP: 94025
4
1
rrd394775.xml
X0306
4
2013-11-06
0
0001212458
PROOFPOINT INC
PFPT
0001190213
HARVEY KEVIN
2480 SAND HILL ROAD
SUITE 200
MENLO PARK
CA
94025
1
0
0
0
Common Stock
2013-11-06
4
J
0
644301
0
D
812235
I
See footnote
Common Stock
2013-11-06
4
J
0
184656
0
D
232786
I
See footnote
Common Stock
2013-11-06
4
J
0
24097
0
D
30382
I
See footnote
Common Stock
2013-11-06
4
J
0
7173
0
D
9043
I
See footnote
Common Stock
2013-11-06
4
J
0
32280
0
A
159478
I
See footnote
Common Stock
2013-11-06
4
J
0
2205
0
A
2205
I
See footnote
Common Stock
2013-11-07
4
S
0
2205
30.2554
D
0
I
See footnote
Common Stock
2013-11-06
4
J
0
1000000
0
D
1260650
I
See footnote
Shares are owned directly by Benchmark Capital Partners IV, L.P. ("BCP IV").
Shares are owned directly by Benchmark Founders' Fund IV, L.P. ("BFF IV").
Shares are owned directly by Benchmark Founders' Fund IV-A, L.P. ("BFF IV-A").
Shares are owned directly by Benchmark Founders' Fund IV-B, L.P. ("BFF IV-B").
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 had the sole voting and dispositive power over the 1,000,000 shares of the Issuer's Common Stock being distributed by BCP IV and its affiliated funds and associated persons (the "Benchmark IV Funds"). BCMC IV and each of its managing members disclaim beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that BCMC IV and its managing members are the beneficial owner of these shares for purposes of Section 16 or any other purpose.
Represents a pro-rata, in-kind distribution by the Benchmark IV Funds, without additional consideration, to their respective partners, members and assignees.
Shares are owned directly by Kevin R. Harvey's family trust.
Shares are owned directly by Benchmark Capital Holdings Co., L.L.C., which serves as the Benchmark IV Funds' management company and is under common control with BCMC IV.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.82 to $30.76, 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 9 to this Form 4.
This Form 4 reports the November 6, 2013 distribution of shares, and also corrects the number of shares that were erroneously listed in the Form 4 reporting the October 31, 2013 distribution. Following the October 31, 2013 distribution, the family trust held 127,198 shares.
Kevin R. Harvey is a managing member of BCMC IV, which serves as the general partner of the Benchmark IV Funds. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of any securities except to the extent of the Reporting Person's pecuniary interest therein.
/s/ Steven M. Spurlock, by power of attorney for Kevin R. Harvey
2013-11-08