Home/Filings/3/0001140361-12-020951

3//SEC Filing

BENCHMARK FOUNDERS FUND IV LP 3

Accession 0001140361-12-020951

CIK 0001212458other

View on SEC.gov Company Profile

Filed

Apr 18, 8:00 PM ET

Accepted

Apr 19, 9:01 PM ET

Size

26.7 KB

Accession

0001140361-12-020951

Insider Transaction Report

Form 3

Period: 2012-04-19

PROOFPOINT INCPFPT

BENCHMARK CAPITAL MANAGEMENT CO IV LLC

10% Owner

Holdings

Series C Preferred Stock
(indirect: See footnote 6)
→ Common Stock (1,308,234 underlying)
Series F Preferred Stock
(indirect: See footnote 6)
→ Common Stock (973,006 underlying)
Series A Preferered Stock
(indirect: See footnote 6)
→ Common Stock (3,400,000 underlying)
Series B Preferred Stock
(indirect: See footnote 6)
→ Common Stock (1,794,764 underlying)
Series E Preferred Stock
(indirect: See footnote 6)
→ Common Stock (1,040,480 underlying)

BENCHMARK CAPITAL PARTNERS IV LP

10% Owner

Holdings

Series C Preferred Stock
(indirect: See footnote 6)
→ Common Stock (1,308,234 underlying)
Series A Preferered Stock
(indirect: See footnote 6)
→ Common Stock (3,400,000 underlying)
Series F Preferred Stock
(indirect: See footnote 6)
→ Common Stock (973,006 underlying)
Series B Preferred Stock
(indirect: See footnote 6)
→ Common Stock (1,794,764 underlying)
Series E Preferred Stock
(indirect: See footnote 6)
→ Common Stock (1,040,480 underlying)

BENCHMARK FOUNDERS FUND IV-B LP

10% Owner

Holdings

Series C Preferred Stock
(indirect: See footnote 6)
→ Common Stock (1,308,234 underlying)
Series B Preferred Stock
(indirect: See footnote 6)
→ Common Stock (1,794,764 underlying)
Series A Preferered Stock
(indirect: See footnote 6)
→ Common Stock (3,400,000 underlying)
Series F Preferred Stock
(indirect: See footnote 6)
→ Common Stock (973,006 underlying)
Series E Preferred Stock
(indirect: See footnote 6)
→ Common Stock (1,040,480 underlying)

BALKANSKI ALEXANDRE

10% Owner

Holdings

Series B Preferred Stock
(indirect: See footnote 6)
→ Common Stock (1,794,764 underlying)
Series E Preferred Stock
(indirect: See footnote 6)
→ Common Stock (1,040,480 underlying)
Series F Preferred Stock
(indirect: See footnote 6)
→ Common Stock (973,006 underlying)
Series A Preferered Stock
(indirect: See footnote 6)
→ Common Stock (3,400,000 underlying)
Series C Preferred Stock
(indirect: See footnote 6)
→ Common Stock (1,308,234 underlying)

DUNLEVIE BRUCE

10% Owner

Holdings

Series A Preferered Stock
(indirect: See footnote 6)
→ Common Stock (3,400,000 underlying)
Series B Preferred Stock
(indirect: See footnote 6)
→ Common Stock (1,794,764 underlying)
Series C Preferred Stock
(indirect: See footnote 6)
→ Common Stock (1,308,234 underlying)
Series E Preferred Stock
(indirect: See footnote 6)
→ Common Stock (1,040,480 underlying)
Series F Preferred Stock
(indirect: See footnote 6)
→ Common Stock (973,006 underlying)

GURLEY J WILLIAM

10% Owner

Holdings

Series F Preferred Stock
(indirect: See footnote 6)
→ Common Stock (973,006 underlying)
Series C Preferred Stock
(indirect: See footnote 6)
→ Common Stock (1,308,234 underlying)
Series B Preferred Stock
(indirect: See footnote 6)
→ Common Stock (1,794,764 underlying)
Series A Preferered Stock
(indirect: See footnote 6)
→ Common Stock (3,400,000 underlying)
Series E Preferred Stock
(indirect: See footnote 6)
→ Common Stock (1,040,480 underlying)

KAGLE ROBERT

10% Owner

Holdings

Series B Preferred Stock
(indirect: See footnote 6)
→ Common Stock (1,794,764 underlying)
Series C Preferred Stock
(indirect: See footnote 6)
→ Common Stock (1,308,234 underlying)
Series E Preferred Stock
(indirect: See footnote 6)
→ Common Stock (1,040,480 underlying)
Series F Preferred Stock
(indirect: See footnote 6)
→ Common Stock (973,006 underlying)
Series A Preferered Stock
(indirect: See footnote 6)
→ Common Stock (3,400,000 underlying)

BENCHMARK FOUNDERS FUND IV LP

10% Owner

Holdings

Series C Preferred Stock
(indirect: See footnote 6)
→ Common Stock (1,308,234 underlying)
Series A Preferered Stock
(indirect: See footnote 6)
→ Common Stock (3,400,000 underlying)
Series E Preferred Stock
(indirect: See footnote 6)
→ Common Stock (1,040,480 underlying)
Series B Preferred Stock
(indirect: See footnote 6)
→ Common Stock (1,794,764 underlying)
Series F Preferred Stock
(indirect: See footnote 6)
→ Common Stock (973,006 underlying)

BENCHMARK FOUNDERS FUND IV A LP

10% Owner

Holdings

Series B Preferred Stock
(indirect: See footnote 6)
→ Common Stock (1,794,764 underlying)
Series A Preferered Stock
(indirect: See footnote 6)
→ Common Stock (3,400,000 underlying)
Series E Preferred Stock
(indirect: See footnote 6)
→ Common Stock (1,040,480 underlying)
Series C Preferred Stock
(indirect: See footnote 6)
→ Common Stock (1,308,234 underlying)
Series F Preferred Stock
(indirect: See footnote 6)
→ Common Stock (973,006 underlying)

SPURLOCK STEVEN M

10% Owner

Holdings

Series E Preferred Stock
(indirect: See footnote 6)
→ Common Stock (1,040,480 underlying)
Series F Preferred Stock
(indirect: See footnote 6)
→ Common Stock (973,006 underlying)
Series A Preferered Stock
(indirect: See footnote 6)
→ Common Stock (3,400,000 underlying)
Series B Preferred Stock
(indirect: See footnote 6)
→ Common Stock (1,794,764 underlying)
Series C Preferred Stock
(indirect: See footnote 6)
→ Common Stock (1,308,234 underlying)

Footnotes (6)

[F1]Each share of Series A Preferred Stock will automatically convert into 0.5 shares of Issuer's Common Stock upon the closing of the Issuer's initial public offering of Common Stock for no additional consideration, and has no expiration date. This conversion ratio reflects an adjustment following a 1-for-2 reverse stock split effected by the Issuer on April 2, 2012.
[F2]Each share of Series B Preferred Stock will automatically convert into 0.5 shares of Issuer's Common Stock upon the closing of the Issuer's initial public offering of Common Stock for no additional consideration, and has no expiration date. This conversion ratio reflects an adjustment following a 1-for-2 reverse stock split effected by the Issuer on April 2, 2012.
[F3]Each share of Series C Preferred Stock will automatically convert into 0.5 shares of Issuer's Common Stock upon the closing of the Issuer's initial public offering of Common Stock for no additional consideration, and has no expiration date. This conversion ratio reflects an adjustment following a 1-for-2 reverse stock split effected by the Issuer on April 2, 2012.
[F4]Each share of Series E Preferred Stock will automatically convert into 0.502315 shares of Issuer's Common Stock upon the closing of the Issuer's initial public offering of Common Stock for no additional consideration, and has no expiration date. This conversion ratio reflects an adjustment following a 1-for-2 reverse stock split effected by the Issuer on April 2, 2012.
[F5]Each share of Series F Preferred Stock will automatically convert into 0.5 shares of Issuer's Common Stock upon the closing of the Issuer's initial public offering of Common Stock for no additional consideration, and has no expiration date. This conversion ratio reflects an adjustment following a 1-for-2 reverse stock split effected by the Issuer on April 2, 2012.
[F6]Shares held of record by Benchmark Capital Partners IV, L.P. ("BCP IV"), as nominee for BCP IV, Benchmark Founders' Fund IV, L.P. ("BFF IV"), Benchmark Founders' Fund IV-A, L.P. ("BFF IV-A"), Benchmark Founders' Fund IV-B, L.P. ("BFF IV-B") and related persons. 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 sole voting and investment power over the reported shares of the Issuer's stock held by such funds.

Documents

1 file

3
doc1.xmlPrimary
FORM 3

Issuer

PROOFPOINT INC

CIK 0001212458

→

Entity typeother

IncorporatedDE

Related Parties

filerCIK 0001105215

Filing Metadata

Form type: 3
Filed: Apr 18, 8:00 PM ET
Accepted: Apr 19, 9:01 PM ET
Size: 26.7 KB

View on SEC.gov