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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
1027621	D Jonathan Feiber	3000 Sand Hill Road 3-290 Menlo Park CA 94025	Yes	No	No	No
1129541	Mdv Vii Lp	3000 Sand Hill Road, Bldg. 3, Suite 290 Menlo Park CA 94025	Yes	No	Yes	No
1250354	J Nancy Schoendorf	3000 Sand Hill Road, 3-290 Menlo Park CA 94025	Yes	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	Acquisiton	2012-04-25	4,444,618	$0.00	4,444,618	No	4	C	Direct
Common Stock	Disposition	2012-04-25	347,826	$13.00	4,096,792	No	4	S	Direct

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

Reported Derivative Transactions

Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Preferred Stock	Disposition	2012-04-25	3,750,000	$0.00	1,875,000	$0.00
Common Stock	Series B Preferred Stock	Disposition	2012-04-25	1,979,519	$0.00	989,760	$0.00
Common Stock	Series C Preferred Stock	Disposition	2012-04-25	1,442,906	$0.00	721,453	$0.00
Common Stock	Series E Preferred Stock	Disposition	2012-04-25	1,147,588	$0.00	576,451	$0.00
Common Stock	Series F Preferred Stock	Disposition	2012-04-25	563,910	$0.00	281,955	$0.00

Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
No	4	C	Direct
No	4	C	Direct
No	4	C	Direct
No	4	C	Direct
No	4	C	Direct

Footnotes

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 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, and may be deemed to share voting and dispositive power over the shares held by MDV. Mr. Feiber and Ms. Schoendorf disclaim beneficial ownership of the shares held by MDV except to the extent of any pecuniary interest therein.
Shares sold as part of the Issuer's initial public offering.
None.