BENCHMARK FOUNDERS FUND IV LP 3
3 · PROOFPOINT INC · Filed Apr 19, 2012
Insider Transaction Report
Form 3
PROOFPOINT INCPFPT
Holdings
- (indirect: See footnote 6)
Series C Preferred Stock
→ Common Stock (1,308,234 underlying) - (indirect: See footnote 6)
Series F Preferred Stock
→ Common Stock (973,006 underlying) - (indirect: See footnote 6)
Series A Preferered Stock
→ Common Stock (3,400,000 underlying) - (indirect: See footnote 6)
Series B Preferred Stock
→ Common Stock (1,794,764 underlying) - (indirect: See footnote 6)
Series E Preferred Stock
→ Common Stock (1,040,480 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.