BENCHMARK FOUNDERS FUND IV LP 4
4 · PROOFPOINT INC · Filed Apr 25, 2012
Insider Transaction Report
Form 4
PROOFPOINT INCPFPT
Transactions
- Conversion
Series A Preferered Stock
2012-04-25−3,400,000→ 0 total(indirect: See footnote 3)→ Common Stock (1,700,000 underlying) - Conversion
Common Stock
2012-04-25+4,260,650→ 4,260,650 total(indirect: See footnote 3) - Conversion
Series E Preferred Stock
2012-04-25−1,040,480→ 0 total(indirect: See footnote 3)→ Common Stock (522,648.711 underlying) - Conversion
Series B Preferred Stock
2012-04-25−1,794,764→ 0 total(indirect: See footnote 3)→ Common Stock (897,382 underlying) - Conversion
Series F Preferred Stock
2012-04-25−973,006→ 0 total(indirect: See footnote 3)→ Common Stock (486,503 underlying) - Conversion
Series C Preferred Stock
2012-04-25−1,308,234→ 0 total(indirect: See footnote 3)→ Common Stock (654,117 underlying)
Footnotes (3)
- [F1]In connection with the closing of the Issuer's initial public offering on April 25, 2012, each share of Series A, Series B, Series C and Series F Preferred Stock automatically converted into 0.5 shares of Issuer's Common Stock, and each share of Series E Preferred Stock automatically converted into 0.502315 shares of Issuer's Common Stock, for no additional consideration, reflecting an adjustment following a 1-for-2 reverse stock split effected by the Issuer on April 2, 2012. All shares of Common Stock (including fractions thereof) issued upon conversion were aggregated. No fractional share was issued upon the conversion of any share or shares of Preferred Stock.
- [F2]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.
- [F3]None.