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 OF SECURITIES 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 * HARVEY KEVIN   2. Issuer Name and Ticker or Trading Symbol PROOFPOINT INC [PFPT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2480 SAND HILL ROAD, SUITE 200 3. Date of Earliest Transaction (Month/Day/Year) 02/11/2014 (Street) MENLO PARK, CA 94025 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 02/11/2014   J(6)   812,235 D $ 0 0 I See footnote (1) Common Stock 02/11/2014   J(6)   232,786 D $ 0 0 I See footnote (2) Common Stock 02/11/2014   J(6)   30,382 D $ 0 0 I See footnote (3) Common Stock 02/11/2014   J(6)   9,043 D $ 0 0 I See footnote (4) Common Stock 02/11/2014   J(6)   74,987 A $ 0 234,465 I See footnote (7) Common Stock 02/11/2014   J(6)   2,515 A $ 0 2,515 I See footnote (8) Common Stock 02/12/2014   S   2,515 D $ 39.9654 (9) 0 I See footnote (8) Common Stock 02/11/2014   J(6)   1,260,650 D $ 0 0 I See footnote (5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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 (Month/Day/Year)

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
HARVEY KEVIN 2480 SAND HILL ROAD SUITE 200 MENLO PARK, CA 94025	X

Signatures

/s/ Steven M. Spurlock, by power of attorney for Kevin R. Harvey		02/12/2014
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Shares are owned directly by Benchmark Capital Partners IV, L.P. ("BCP IV").
(2)	Shares are owned directly by Benchmark Founders' Fund IV, L.P. ("BFF IV").
(3)	Shares are owned directly by Benchmark Founders' Fund IV-A, L.P. ("BFF IV-A").
(4)	Shares are owned directly by Benchmark Founders' Fund IV-B, L.P. ("BFF IV-B").
(5)	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 had the sole voting and dispositive power over the 1,260,650 shares of the Issuer's Common Stock being distributed by BCP IV and its affiliated funds and associated persons (the "Benchmark IV Funds"). BCMC IV and each of its managing members disclaim beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that BCMC IV and its managing members are the beneficial owner of these shares for purposes of Section 16 or any other purpose.
(6)	Represents a pro-rata, in-kind distribution by the Benchmark IV Funds, without additional consideration, to their respective partners, members and assignees.
(7)	Shares are owned directly by Kevin R. Harvey's family trust.
(8)	Shares are owned directly by Benchmark Capital Holdings Co., L.L.C., which serves as the Benchmark IV Funds' management company and is under common control with BCMC IV.
(9)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.46 to $40.37, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 9 to this Form 4.
Remarks: Kevin R. Harvey is a managing member of BCMC IV, which serves as the general partner of the Benchmark IV Funds. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of any securities except to the extent of the Reporting Person's pecuniary interest therein.

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