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Filing Details

Accession Number:: 0001181431-13-057837
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-11-08 15:47:03
Reporting Period:: 2013-11-06

Filing Date:: 2013-11-08
Accepted Time:: 2013-11-08 15:47:03
SEC Url:: Form 4 Filing

Issuer

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

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1190213	Kevin Harvey	2480 Sand Hill Road Suite 200 Menlo Park CA 94025		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2013-11-06	644,301	$0.00	812,235	No	4	J	Indirect	See footnote
Common Stock	Disposition	2013-11-06	184,656	$0.00	232,786	No	4	J	Indirect	See footnote
Common Stock	Disposition	2013-11-06	24,097	$0.00	30,382	No	4	J	Indirect	See footnote
Common Stock	Disposition	2013-11-06	7,173	$0.00	9,043	No	4	J	Indirect	See footnote
Common Stock	Acquisiton	2013-11-06	32,280	$0.00	159,478	No	4	J	Indirect	See footnote
Common Stock	Acquisiton	2013-11-06	2,205	$0.00	2,205	No	4	J	Indirect	See footnote
Common Stock	Disposition	2013-11-07	2,205	$30.26	0	No	4	S	Indirect	See footnote
Common Stock	Disposition	2013-11-06	1,000,000	$0.00	1,260,650	No	4	J	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	See footnote
No	4	J	Indirect	See footnote
No	4	J	Indirect	See footnote
No	4	J	Indirect	See footnote
No	4	J	Indirect	See footnote
No	4	J	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	J	Indirect	See footnote

Footnotes

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.