Sec Form 13G Filing - BENCHMARK CAPITAL PARTNERS IV LP filing for PROOFPOINT INC (PFPT) - 2014-02-12

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

 

(Amendment No. 1)*

 

Proofpoint, Inc.

 (Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

743424103

 (CUSIP Number)

 

December 31, 2013

 (Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨Rule 13d-1(b)

 

¨Rule 13d-1(c)

 

xRule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on following pages)

 

Page 1 of 16 Pages

Exhibit Index Contained on Page 15

 

 
 

 

CUSIP NO. 743424103 13 G Page 2 of 16

 

1 NAME OF REPORTING PERSON                Benchmark Capital Partners IV, L.P. (“BCP IV”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)       ¨       (b)       x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

 5

SOLE VOTING POWER
812,235 shares, except that Benchmark Capital Management Co. IV, L.L.C. (“BCMC IV”), the general partner of BCP IV, may be deemed to have sole power to vote these shares, and Bruce W. Dunlevie (“Dunlevie”), J. William Gurley (“Gurley”), Kevin R. Harvey (“Harvey”), Robert C. Kagle (“Kagle”) and Steven M. Spurlock (“Spurlock”), the members of BCMC IV, may be deemed to have shared power to vote these shares.

6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
812,235 shares, except that BCMC IV, the general partner of BCP IV, may be deemed to have sole power to dispose of these shares, and Dunlevie, Gurley, Harvey, Kagle and Spurlock, the members of BCMC IV, may be deemed to have shared power to dispose of these shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON

 

812,235

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 

2.3%

12

TYPE OF REPORTING PERSON

 

 

PN

  

 
 

 

CUSIP NO. 743424103 13 G Page 3 of 16

 

1 NAME OF REPORTING PERSON                Benchmark Founders’ Fund IV, L.P. (“BFF IV”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)       ¨       (b)       x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

 5

SOLE VOTING POWER
232,786 shares, except that BCMC IV, the general partner of BFF IV, may be deemed to have sole power to vote these shares, and Dunlevie, Gurley, Harvey, Kagle and Spurlock, the members of BCMC IV, may be deemed to have shared power to vote these shares.

 

 

6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
232,786 shares, except that BCMC IV, the general partner of BFF IV, may be deemed to have sole power to dispose of these shares, and Dunlevie, Gurley, Harvey, Kagle and Spurlock, the members of BCMC IV, may be deemed to have shared power to dispose of these shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON

 

232,786

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 

0.6%

12

TYPE OF REPORTING PERSON

 

 

PN

  

 
 

 

CUSIP NO. 743424103 13 G Page 4 of 16

 

1 NAME OF REPORTING PERSON                Benchmark Founders’ Fund IV-A, L.P. (“BFF IV-A”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)       ¨       (b)       x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

 5

SOLE VOTING POWER
30,382 shares, except that BCMC IV, the general partner of BFF IV-A, may be deemed to have sole power to vote these shares, and Dunlevie, Gurley, Harvey, Kagle and Spurlock, the members of BCMC IV, may be deemed to have shared power to vote these shares.

 

 

6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
30,382 shares, except that BCMC IV, the general partner of BFF IV-A may be deemed to have sole power to dispose of these shares, and Dunlevie, Gurley, Harvey, Kagle and Spurlock, the members of BCMC IV, may be deemed to have shared power to dispose of these shares.
8 SHARED DISPOSITIVE POWER
See respons e to row 7.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON

 

30,382

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 

0.1%

12

TYPE OF REPORTING PERSON

 

 

PN

   

 
 

 

CUSIP NO. 743424103 13 G Page 5 of 16

 

1 NAME OF REPORTING PERSON                Benchmark Founders’ Fund IV-B, L.P. (“BFF IV-B”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)       ¨       (b)       x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

 5

SOLE VOTING POWER
9,043 shares, except that BCMC IV, the general partner of BFF IV-B, may be deemed to have sole power to vote these shares, and Dunlevie, Gurley, Harvey, Kagle and Spurlock, the members of BCMC IV, may be deemed to have shared power to vote these shares.

 

 

6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
9,043 shares, except that BCMC IV, the general partner of BFF IV-B, may be deemed to have sole power to dispose of these shares, and Dunlevie, Gurley, Harvey, Kagle and Spurlock, the members of BCMC IV, may be deemed to have shared power to dispose of these shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON

 

9,043

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 

0.0%

12

TYPE OF REPORTING PERSON

 

 

PN

   

 
 

 

CUSIP NO. 743424103 13 G Page 6 of 16

 

1 NAME OF REPORTING PERSON                Benchmark Capital Management Co. IV, L.L.C.
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)       ¨       (b)       x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

 5

SOLE VOTING POWER
1,260,650 shares, of which 812,235 are directly owned by BCP IV, 232,786 are directly owned by BFF IV, 30,382 are directly owned by BFF IV-A, 9,043 are directly owned by BFF IV-B and 176,204 are held in nominee form for the benefit of persons associated with BCMC IV. BCMC IV, the general partner of BCP IV, BFF IV, BFF IV-A and BFF IV-B, may be deemed to have sole power to vote these shares, and Dunlevie, Gurley, Harvey, Kagle and Spurlock, the members of BCMC IV, may be deemed to have shared power to vote these shares.

6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
1,260,650 shares, of which 812,235 are directly owned by BCP IV, 232,786 are directly owned by BFF IV, 30,382 are directly owned by BFF IV-A, 9,043 are directly owned by BFF IV-B and 176,204 are held in nominee form for the benefit of persons associated with BCMC IV. BCMC IV, the general partner of BCP IV, BFF IV, BFF IV-A and BFF IV-B, may be deemed to have sole power to dispose of these shares, and Dunlevie, Gurley, Harvey, Kagle and Spurlock, the members of BCMC IV, may be deemed to have shared power to dispose of these shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON

 

1,260,650

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 

3.5%

12

TYPE OF REPORTING PERSON

 

 

OO

   

 
 

 

CUSIP NO. 743424103 13 G Page 7 of 16

 

1 NAME OF REPORTING PERSON                Bruce W. Dunlevie
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)       ¨       (b)       x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

 5

SOLE VOTING POWER
0 shares

6

SHARED VOTING POWER
1,260,650 shares, of which 812,235 are directly owned by BCP IV, 232,786 are directly owned by BFF IV, 30,382 are directly owned by BFF IV-A, 9,043 are directly owned by BFF IV-B and 176,204 are held in nominee form for the benefit of persons associated with BCMC IV. BCMC IV, the general partner of BCP IV, BFF IV, BFF IV-A and BFF IV-B, and Dunlevie, a member of BCMC IV, may be deemed to have shared power to vote these shares.

7 SOLE DISPOSITIVE POWER
0 shares
8

SHARED DISPOSITIVE POWER
1,260,650 shares, of which 812,235 are directly owned by BCP IV, 232,786 are directly owned by BFF IV, 30,382 are directly owned by BFF IV-A, 9,043 are directly owned by BFF IV-B and 176,204 are held in nominee form for the benefit of persons associated with BCMC IV. BCMC IV, the general partner of BCP IV, BFF IV, BFF IV-A and BFF IV-B, and Dunlevie, a member of BCMC IV, may be deemed to have shared power to dispose of these shares.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON

 

1,260,650

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 

3.5%

12

TYPE OF REPORTING PERSON

 

 

IN

   

 
 

 

CUSIP NO. 743424103 13 G Page 8 of 16

 

1 NAME OF REPORTING PERSON                J. William Gurley
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)       ¨       (b)       x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

 5

SOLE VOTING POWER
0 shares

6

SHARED VOTING POWER
1,260,650 shares, of which 812,235 are directly owned by BCP IV, 232,786 are directly owned by BFF IV, 30,382 are directly owned by BFF IV-A, 9,043 are directly owned by BFF IV-B and 176,204 are held in nominee form for the benefit of persons associated with BCMC IV. BCMC IV, the general partner of BCP IV, BFF IV, BFF IV-A and BFF IV-B, and Gurley, a member of BCMC IV, may be deemed to have shared power to vote these shares.

7 SOLE DISPOSITIVE POWER
0 shares
8

SHARED DISPOSITIVE POWER
1,260,650 shares, of which 812,235 are directly owned by BCP IV, 232,786 are directly owned by BFF IV, 30,382 are directly owned by BFF IV-A, 9,043 are directly owned by BFF IV-B and 176,204 are held in nominee form for the benefit of persons associated with BCMC IV. BCMC IV, the general partner of BCP IV, BFF IV, BFF IV-A and BFF IV-B, and Gurley, a member of BCMC IV, may be deemed to have shared power to dispose of these shares.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON

 

1,260,650

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 

3.5%

12

TYPE OF REPORTING PERSON

 

 

IN

   

 
 

 

CUSIP NO. 743424103 13 G Page 9 of 16

 

1 NAME OF REPORTING PERSON                Kevin R. Harvey
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)       ¨       (b)       x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

 5

SOLE VOTING POWER
191,471 shares, of which 31,994 are issuable pursuant to outstanding options exercisable within 60 days of December 31, 2013.

6

SHARED VOTING POWER
1,260,650 shares, of which 812,235 are directly owned by BCP IV, 232,786 are directly owned by BFF IV, 30,382 are directly owned by BFF IV-A, 9,043 are directly owned by BFF IV-B and 176,204 are held in nominee form for the benefit of persons associated with BCMC IV. BCMC IV, the general partner of BCP IV, BFF IV, BFF IV-A and BFF IV-B, and Harvey, a member of BCMC IV, may be deemed to have shared power to vote these shares.

7 SOLE DISPOSITIVE POWER
191,471 shares, of which 31,994 are issuable pursuant to outstanding options exercisable within 60 days of December 31, 2013.
8

SHARED DISPOSITIVE POWER
1,260,650 shares, of which 812,235 are directly owned by BCP IV, 232,786 are directly owned by BFF IV, 30,382 are directly owned by BFF IV-A, 9,043 are directly owned by BFF IV-B and 176,204 are held in nominee form for the benefit of persons associated with BCMC IV. BCMC IV, the general partner of BCP IV, BFF IV, BFF IV-A and BFF IV-B, and Harvey, a member of BCMC IV, may be deemed to have shared power to dispose of these shares.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON

 

1,484,115

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 

4.1%

12

TYPE OF REPORTING PERSON

 

 

IN

   

 
 

 

CUSIP NO. 743424103 13 G Page 10 of 16

 

1 NAME OF REPORTING PERSON                Robert C. Kagle
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)       ¨       (b)       x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

 5

SOLE VOTING POWER
66,237 shares

6

SHARED VOTING POWER
1,260,650 shares, of which 812,235 are directly owned by BCP IV, 232,786 are directly owned by BFF IV, 30,382 are directly owned by BFF IV-A, 9,043 are directly owned by BFF IV-B and 176,204 are held in nominee form for the benefit of persons associated with BCMC IV. BCMC IV, the general partner of BCP IV, BFF IV, BFF IV-A and BFF IV-B, and Kagle, a member of BCMC IV, may be deemed to have shared power to vote these shares.

7 SOLE DISPOSITIVE POWER
66,237 shares
8

SHARED DISPOSITIVE POWER
1,260,650 shares, of which 812,235 are directly owned by BCP IV, 232,786 are directly owned by BFF IV, 30,382 are directly owned by BFF IV-A, 9,043 are directly owned by BFF IV-B and 176,204 are held in nominee form for the benefit of persons associated with BCMC IV. BCMC IV, the general partner of BCP IV, BFF IV, BFF IV-A and BFF IV-B, and Kagle, a member of BCMC IV, may be deemed to have shared power to dispose of these shares.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON

 

1,326,887

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 

3.7%

12

TYPE OF REPORTING PERSON

 

 

IN

   

 
 

 

CUSIP NO. 743424103 13 G Page 11 of 16

 

1 NAME OF REPORTING PERSON                Steven M. Spurlock
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)       ¨       (b)       x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

 5

SOLE VOTING POWER
8,316 shares

6

SHARED VOTING POWER
1,260,650 shares, of which 812,235 are directly owned by BCP IV, 232,786 are directly owned by BFF IV, 30,382 are directly owned by BFF IV-A, 9,043 are directly owned by BFF IV-B and 176,204 are held in nominee form for the benefit of persons associated with BCMC IV. BCMC IV, the general partner of BCP IV, BFF IV, BFF IV-A and BFF IV-B, and Spurlock, a member of BCMC IV, may be deemed to have shared power to vote these shares.

7 SOLE DISPOSITIVE POWER
8,316 shares
8

SHARED DISPOSITIVE POWER
1,260,650 shares, of which 812,235 are directly owned by BCP IV, 232,786 are directly owned by BFF IV, 30,382 are directly owned by BFF IV-A, 9,043 are directly owned by BFF IV-B and 176,204 are held in nominee form for the benefit of persons associated with BCMC IV. BCMC IV, the general partner of BCP IV, BFF IV, BFF IV-A and BFF IV-B, and Spurlock, a member of BCMC IV, may be deemed to have shared power to dispose of these shares.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON

 

1,268,966

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 

3.5%

12

TYPE OF REPORTING PERSON

 

 

IN

   

 
 

  

CUSIP NO. 743424103 13 G Page 12 of 16

 

This Amendment No. 1 amends and restates in its entirely the Schedule 13G previously filed by Benchmark Capital Partners IV, L.P., a Delaware limited partnership (“BCP IV”), Benchmark Founders’ Fund IV, L.P., a Delaware limited partnership (“BFF IV”), Benchmark Founders’ Fund IV-A, L.P., a Delaware limited partnership (“BFF IV-A”), Benchmark Founders’ Fund IV-B, L.P., a Delaware limited partnership (“BFF IV-B”), Benchmark Capital Management Co. IV, L.L.C., a Delaware limited liability company (“BCMC IV”), and Bruce W. Dunlevie (“Dunlevie”), J. William Gurley (“Gurley”), Kevin R. Harvey (“Harvey”), Robert C. Kagle (“Kagle”), and Steven M. Spurlock (“Spurlock”) (together with all prior and current amendments thereto, this “Schedule 13G”).

 

ITEM 1(A).NAME OF ISSUER

 

Proofpoint, Inc.

 

ITEM 1(B).ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

 

892 Ross Drive

Sunnyvale, CA 94089

 

ITEM 2(A).NAME OF PERSONS FILING

 

This Statement is filed by BCP IV, BFF IV, BFF IV-A, BFF IV-B, BCMC IV, and Dunlevie, Gurley, Harvey, Kagle, and Spurlock. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

 

BCMC IV, the general partner of BCP IV, BFF IV, BFF IV-A and BFF IV-B, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by BCP IV, BFF IV, BFF IV-A and BFF IV-B. Dunlevie, Gurley, Harvey, Kagle, and Spurlock are members of BCMC IV and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by BCP IV, BFF IV, BFF IV-A and BFF IV-B.

 

ITEM 2(B).ADDRESS OF PRINCIPAL OFFICE

 

The address for each of the Reporting Persons is:

 

Benchmark Capital

2965 Woodside Road

Woodside, California 94062

 

ITEM 2(C)CITIZENSHIP

 

BCP IV, BFF IV, BFF IV-A and BFF IV-B are Delaware limited partnerships. BCMC IV is a Delaware limited liability company. Dunlevie, Gurley, Harvey, Kagle, and Spurlock are United States citizens.

 

ITEM 2(D) AND (E).TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER

 

Common Stock

CUSIP # 743424103

 

ITEM 3.Not Applicable.

 

ITEM 4.OWNERSHIP

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

 
 

 

CUSIP NO. 743424103 13 G Page 13 of 16

 

(a)Amount beneficially owned:

 

See Row 9 of cover page for each Reporting Person.

 

(b)Percent of Class:

 

See Row 11 of cover page for each Reporting Person.

 

(c)Number of shares as to which such person has:

 

(i)Sole power to vote or to direct the vote:

 

See Row 5 of cover page for each Reporting Person.

 

(ii)Shared power to vote or to direct the vote:

 

See Row 6 of cover page for each Reporting Person.

 

(iii)Sole power to dispose or to direct the disposition of:

 

See Row 7 of cover page for each Reporting Person.

 

(iv)Shared power to dispose or to direct the disposition of:

 

See Row 8 of cover page for each Reporting Person.

 

ITEM 5.OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:     x Yes

 

ITEM 6.OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

 

Please see Item 5.

 

ITEM 7.IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

 

Not applicable.

 

ITEM 8.IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

 

Not applicable.

 

ITEM 9.NOTICE OF DISSOLUTION OF GROUP.

 

Not applicable.

 

ITEM 10.CERTIFICATION.

 

Not applicable.

 

 
 

 

CUSIP NO. 743424103 13 G Page 14 of 16

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 12, 2014

 

  BENCHMARK CAPITAL PARTNERS IV, L.P., a Delaware Limited Partnership
   
  BENCHMARK FOUNDERS’ FUND IV, L.P., a Delaware Limited Partnership
   
  BENCHMARK FOUNDERS’ FUND IV-A, L.P., a Delaware Limited Partnership
   
  BENCHMARK FOUNDERS’ FUND IV-B, L.P., a Delaware Limited Partnership
   
  BENCHMARK CAPITAL MANAGEMENT CO. IV, L.L.C., a Delaware Limited Liability Company

 

  By: /s/ Steven M. Spurlock
    Steven M. Spurlock
    Managing Member

 

  BRUCE W. DUNLEVIE
  J. WILLIAM GURLEY
  KEVIN R. HARVEY
  ROBERT C. KAGLE
  STEVEN M. SPURLOCK

 

  By: /s/ Steven M. Spurlock
    Steven M. Spurlock
    Attorney-in-Fact*

 

*Signed pursuant to a Power of Attorney already on file with the appropriate agencies.

 

 
 

 

CUSIP NO. 743424103 13 G Page 15 of 16

 

EXHIBIT INDEX

 

   

Found on

Sequentially

Exhibit   Numbered Page
     
Exhibit A:  Agreement of Joint Filing   16

 

 
 

 

CUSIP NO. 743424103 13 G Page 16 of 16

 

exhibit A

 

Agreement of Joint Filing

 

The Reporting Persons hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Proofpoint, Inc. shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filings are already on file with the appropriate agencies.