Edgar Filing: PROOFPOINT INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

FEIBER JONATHAN D

2. Issuer Name and Ticker or Trading Symbol
PROOFPOINT INC [PFPT]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Former 10% Owner

(Last)

(First)

(Middle)

3000 SAND HILL ROAD, BLDG. 3, SUITE 290

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2014

(Street)

MENLO PARK, CA 94025

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/06/2014		J⁽¹⁾		618,485	D	$ 0	1,728,849	D ⁽²⁾
Common Stock	02/06/2014		J⁽³⁾		58,875	D	$ 0	1,669,974	D ⁽²⁾
Common Stock	02/06/2014		J⁽⁴⁾		1,699	A	$ 0	3,398	D ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
FEIBER JONATHAN D 3000 SAND HILL ROAD, BLDG. 3, SUITE 290 MENLO PARK, CA 94025	X			Former 10% Owner

Signatures

Jonathan Feiber		02/06/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Represents a pro-rata in-kind distribution by MDV VII, L.P. ("MDV") without consideration to its limited partners.
(2)	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. MDV, Seventh, and Ms. Schoendorf are filing a separate Form 4.
(3)	Represents a pro-rata in-kind distribution by MDV as nominee for MDV VII Leaders Fund, L.P. without consideration to its limited partners.
(4)	Represents a pro-rata in-kind distribution to the Feiber-Buhr Family Trust, of which Jonathan Feiber and his wife are the sole trustees, from MDV as nominee for MDV VII Leaders Fund, L.P. without consideration.
(5)	Shares directly held by the Feiber-Buhr Family Trust, of which Jonathan Feiber and his wife are the sole trustees.

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