Sec Form 4 Filing - MDV VII LP @ PROOFPOINT INC - 2012-12-03

Insider filing report for Changes in Beneficial Ownership
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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
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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1. Name and Address of Reporting Person
MDV VII LP
2. Issuer Name and Ticker or Trading Symbol
PROOFPOINT INC [ PFPT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
3000 SAND HILL ROAD, BLDG. 3, SUITE 290
3. Date of Earliest Transaction (MM/DD/YY)
12/03/2012
(Street)
MENLO PARK, CA94025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 12/03/2012 S 500,000 D $ 10.4233 ( 1 ) 3,547,334 D ( 2 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MDV VII LP
3000 SAND HILL ROAD, BLDG. 3, SUITE 290
MENLO PARK, CA94025
X
SCHOENDORF NANCY J
3000 SAND HILL ROAD, BLDG. 3, SUITE 290
MENLO PARK, CA94025
X
Seventh MDV Partners, L.L.C.
3000 SAND HILL ROAD, BLDG. 3, SUITE 290
MENLO PARK, CA94025
X
Signatures
MDV VII, L.P. 12/14/2012
Signature of Reporting Person Date
Nancy Schoendorf 12/14/2012
Signature of Reporting Person Date
Seventh MDV Partners, L.L.C. 12/14/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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