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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
Common Stock	Disposition	2013-05-07	618,485	$0.00	2,428,849	No	4	J	Direct
Common Stock	Disposition	2013-05-07	58,875	$0.00	2,369,974	No	4	J	Direct
Common Stock	Disposition	2013-05-14	22,640	$18.31	2,347,334	No	4	S	Direct
Common Stock	Acquisiton	2013-05-07	1,699	$0.00	1,699	No	4	J	Direct

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

Footnotes

Represents a pro-rata in-kind distribution by MDV VII, L.P. "MDV" without consideration to its limited partners.
Shares directly held by MDV. Jonathan Feiber, a director of the issuer, and Nancy Schoendorf are managing members of Seventh MDV Partners, L.L.C. ("Seventh"), the general partner of MDV. Each of Jonathan Feiber, Nancy Schoendorf, and Seventh may be deemed to share voting and dispositive power over the shares held by MDV. Mr. Feiber, Ms. Schoendorf, and Seventh 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.
Represents a pro-rata in-kind distribution by MDV as nominee for MDV VII Leaders Fund, L.P. without consideration to its limited partners.
Price reflected is the weighted-average sale price for shares sold in this transaction. The range of sale prices for this transaction was $18.3000 to $18.3975 per share. This represents the sale of 14,888 shares sold by MDV as nominee for MDV ENF VII(A), L.P. and the sale of 7,752 shares sold by MDV as nominee for MDV ENF VII(B), L.P. 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.
Represents a pro-rata in-kind distribution to Nancy Schoendorf from MDV as nominee for MDV VII Leaders Fund, L.P. without consideration.
Shares directly held by Nancy Schoendorf.