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Filing Details

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1212458	Proofpoint Inc	PFPT	Services-Computer Processing & Data Preparation (7374)	510414846

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1129541	Mdv Vii Lp	3000 Sand Hill Road, Bldg. 3, Suite 290 Menlo Park CA 94025	No	No	Yes	No
1250354	J Nancy Schoendorf	3000 Sand Hill Road, Bldg. 3, Suite 290 Menlo Park CA 94025	No	No	Yes	No
1564546	Seventh Mdv Partners, L.l.c.	3000 Sand Hill Road, Bldg. 3, Suite 290 Menlo Park CA 94025	No	No	Yes	No

Reported Non-Derivative Transactions

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2012-12-03	500,000	$10.42	3,547,334	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Direct

Footnotes

Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $10.40 to $11.1032 per share. 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.
Shares directly held by MDV VII, L.P. ("MDV"). Jonathan Feiber, a director of the Issuer, and Nancy J. Schoendorf are managing members of Seventh MDV Partners, L.L.C., the general partner of MDV. Each of Jonathan Feiber, Nancy J. Schoendorf, and Seventh MDV Partners, L.L.C. may be deemed to share voting and dispositive power over the shares held by MDV. Mr. Feiber, Ms. Schoendorf, and Seventh MDV Partners, L.L.C. 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.