UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.   )*
     
 
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:
     
  o
Rule 13d-1(b)
     
  o
Rule 13d-1(c)
     
  x Rule 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 the disclosures provided in a prior cover page.
 
The information required in 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).
 
Page 1 of 8 pages
 

 

 
CUSIP No. 743424103
13G
  
         
1.
Names of Reporting Persons
 
MDV VII, L.P.
2.
Check the Appropriate Box if a Member of a Group (see instructions)
 
  
 
(a)
  
 
(b) X (1)
  
3.
SEC USE ONLY
 
4.
Citizenship or Place of Organization
 
Delaware, United States of America
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
5.
Sole Voting Power
 
0 Shares
6.
Shared Voting Power
 
2,102,334 Shares of Common Stock (2)
7.
Sole Dispositive Power
 
0 Shares
8.
Shared Dispositive Power
 
2,102,334 Shares of Common Stock (2)
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,102,334 Shares of Common Stock (2)
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
 
¨
11.
Percent of Class Represented by Amount in Row 9
 
5.9% (3)
12.
Type of Reporting Person (see instructions)
 
PN
 
     
  (1)
This Schedule 13G is filed by MDV VII, L.P. (“MDV”), Seventh MDV Partners, L.L.C. (“Seventh”), Nancy Schoendorf, and Jonathan Feiber (collectively, the “Fund Entities”).  The Fund Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.
     
  (2)
Shares directly held by MDV.  Jonathan Feiber, a director of the Issuer, and Nancy Schoendorf are managing members of Seventh, the general partner of MDV.  Each of Jonathan Feiber, Nancy Schoendorf, and Seventh may be deemed to share voting and dispositive power over the shares held by MDV.
     
  (3)
This percentage is calculated based on 35,906,978 shares of the Issuer’s stock outstanding (as of 9/30/13), as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on 11/12/13.
     
 
 
 
 

 

 
CUSIP No. 743424103
13G
  
         
1.
Names of Reporting Persons
 
Seventh MDV Partners, L.L.C.
2.
Check the Appropriate Box if a Member of a Group (see instructions)
 
  
 
(a)
  
 
(b) X (1)
  
3.
SEC USE ONLY
 
4.
Citizenship or Place of Organization
 
Delaware, United States of America
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
5.
Sole Voting Power
 
0 Shares
6.
Shared Voting Power
 
2,102,334 Shares of Common Stock (2)
7.
Sole Dispositive Power
 
0 Shares
8.
Shared Dispositive Power
 
2,102,334 Shares of Common Stock (2)
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,102,334 Shares of Common Stock (2)
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
 
¨
11.
Percent of Class Represented by Amount in Row 9
 
5.9% (3)
12.
Type of Reporting Person (see instructions)
 
OO
 
     
  (1)
This Schedule 13G is filed by MDV VII, L.P. (“MDV”), Seventh MDV Partners, L.L.C. (“Seventh”), Nancy Schoendorf, and Jonathan Feiber (collectively, the “Fund Entities”).  The Fund Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.
     
  (2)
Shares directly held by MDV.  Jonathan Feiber, a director of the Issuer, and Nancy Schoendorf are managing members of Seventh, the general partner of MDV.  Each of Jonathan Feiber, Nancy Schoendorf, and Seventh may be deemed to share voting and dispositive power over the shares held by MDV.
     
  (3)
This percentage is calculated based on 35,906,978 shares of the Issuer’s stock outstanding (as of 9/30/13), as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on 11/12/13.
 
 
 

 

  
CUSIP No. 743424103
13G
  
         
1.
Names of Reporting Persons
 
Nancy Schoendorf
2.
Check the Appropriate Box if a Member of a Group (see instructions)
 
  
 
(a)
  
 
(b) X (1)
  
3.
SEC USE ONLY
 
4.
Citizenship or Place of Organization
 
United States of America
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
5.
Sole Voting Power
 
1,699 Shares of Common Stock (2)
6.
Shared Voting Power
 
2,102,334 Shares of Common Stock (3)
7.
Sole Dispositive Power
 
1,699 Shares of Common Stock (2)
8.
Shared Dispositive Power
 
2,102,334 Shares of Common Stock (3)
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,104,033 Shares of Common Stock (2)(3)
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
 
¨
11.
Percent of Class Represented by Amount in Row 9
 
5.9% (4)
12.
Type of Reporting Person (see instructions)
 
IN
 
     
  (1)
This Schedule 13G is filed by MDV VII, L.P. (“MDV”), Seventh MDV Partners, L.L.C. (“Seventh”), Nancy Schoendorf, and Jonathan Feiber (collectively, the “Fund Entities”).  The Fund Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.
     
  (2)
1,699 shares of common stock directly held by Nancy Schoendorf.
     
  (3)
2,102,334 shares of common stock directly held by MDV.  Jonathan Feiber, a director of the Issuer, and Nancy Schoendorf are managing members of Seventh, the general partner of MDV.  Each of Jonathan Feiber, Nancy Schoendorf, and Seventh may be deemed to share voting and dispositive power over the shares held by MDV.
     
  (4)
This percentage is calculated based on 35,906,978 shares of the Issuer’s stock outstanding (as of 9/30/13), as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on 11/12/13.
 
 
 

 

 
CUSIP No. 743424103
13G
  
         
1.
Names of Reporting Persons
 
Jonathan Feiber
2.
Check the Appropriate Box if a Member of a Group (see instructions)
 
  
 
(a)
  
 
(b) X (1)
  
3.
SEC USE ONLY
 
4.
Citizenship or Place of Organization
 
United States of America
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
5.
Sole Voting Power
 
19,956 Shares of Common Stock (2)
6.
Shared Voting Power
 
2,102,334 Shares of Common Stock (3)
7.
Sole Dispositive Power
 
19,956 Shares of Common Stock (2)
8.
Shared Dispositive Power
 
2,102,334 Shares of Common Stock (3)
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,122,290 Shares of Common Stock (2)(3)
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
 
¨
11.
Percent of Class Represented by Amount in Row 9
 
5.9% (4)
12.
Type of Reporting Person (see instructions)
 
IN
 
     
  (1)
This Schedule 13G is filed by MDV VII, L.P. (“MDV”), Seventh MDV Partners, L.L.C. (“Seventh”), Nancy Schoendorf, and Jonathan Feiber (collectively, the “Fund Entities”).  The Fund Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.
     
  (2)
Represents (a) 1,699 shares of common stock (held by the Feiber-Buhr Family Trust, of which Jonathan Feiber and his wife are the sole trustees), and (b) 18,257 shares of common stock issuable pursuant to fully vested options, which include (i) option to purchase 12,500 shares of common stock granted on 10/28/10, (ii) option to purchase 4,365 shares of common stock granted on 08/09/12, and (iii) option to purchase 1,392 shares of common stock granted on 06/10/13.
     
  (3)
2,102,334 shares of common stock directly held by MDV.  Jonathan Feiber, a director of the Issuer, and Nancy Schoendorf are managing members of Seventh, the general partner of MDV.  Each of Jonathan Feiber, Nancy Schoendorf, and Seventh may be deemed to share voting and dispositive power over the shares held by MDV.
     
  (4)
This percentage is calculated based on 35,906,978 shares of the Issuer’s stock outstanding (as of 9/30/13), as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on 11/12/13.
 
 
 

 


Introductory Note:  This Statement on Schedule 13G is filed on behalf of 1) MDV VII, L.P. (“MDV”), a limited partnership organized under the laws of the State of Delaware; 2) Seventh MDV Partners, L.L.C. (“Seventh”), a limited liability company organized under the laws of the State of Delaware and the General Partner of MDV; 3) Nancy Schoendorf, a managing member of Seventh; and 4) Jonathan Feiber, a director of the Issuer and a managing member of Seventh; in respect of shares of Common Stock of Proofpoint, Inc.
   
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 Person Filing:
 
MDV VII, L.P.
 
Seventh MDV Partners, L.L.C.
 
Nancy Schoendorf
 
Jonathan Feiber
 
Item 2(b).
Address of Principal Business Office or, if none, Residence:
 
3000 Sand Hill Road, Bldg. 3, Suite 290, Menlo Park, CA 94025
 
Item 2(c).
Citizenship:
 
All entities were organized in Delaware.  The individuals are all United States citizens.
 
Item 2(d).
Title of Class of Securities:
 
Common Stock
 
Item 2(e).
CUSIP Number:
 
743424103
 
Item 3.
If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
 
Not applicable.
 
Item 4. Ownership
 
                                           
Fund Entities
  
Shares Held
Directly
    
Sole
Voting
Power
    
Shared
Voting
Power
    
Sole
Dispositive
Power
    
Shared
Dispositive
Power
    
Beneficial
Ownership
    
Percentage
of Class (2)
  
                                           
MDV VII, L.P.
     2,102,334       0       2,102,334       0       2,102,334       2,102,334       5.9 %
                                                         
Seventh MDV Partners, L.L.C. (1)
     0       0       2,102,334       0       2,102,334       2,102,334       5.9 %
                                                         
Nancy Schoendorf (1)
     1,699       1,699       2,102,334       1,699       2,102,334       2,104,033       5.9 %
                                                         
Jonathan Feiber (1)
     19,956       19,956       2,102,334       19,956       2,102,334       2,122,290       5.9 %
 
   
(1)
Seventh MDV Partners, L.L.C. serves as the general partner of MDV VII, L.P. and owns no securities of the Issuer directly.  Nancy Schoendorf and Jonathan Feiber serve as managing members of Seventh MDV Partners, L.L.C.  Nancy Schoendorf directly owns 1,699 shares of the Issuer’s common stock. Jonathan Feiber, a director of the Issuer, directly owns (a) 1,699 shares of the Issuer’s common stock (held by the Feiber-Buhr Family Trust, of which Jonathan Feiber and his wife are the sole trustees), and (b) 18,257 shares of the Issuer’s common stock issuable pursuant to fully vested options.
   
(2)
This percentage is calculated based on 35,906,978 shares of the Issuer’s stock outstanding (as of 9/30/13), as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on 11/12/13.
 
 
 

 

 
Item 5.  
Ownership of 5 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 5 percent of the class of securities, check the following  o.
   
Item 6. 
Ownership of More than 5 Percent on Behalf of Another Person
 
Not applicable.
   
Item 7.  
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
 
Not applicable.
   
Item 8. 
Identification and Classification of Members of the Group
 
Not applicable.
   
Item 9.  
Notice of Dissolution of a Group
 
Not applicable.
   
Item 10.
Certification
 
Not applicable.
 
 
 

 


SIGNATURE
 
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.
 
 
Dated:  February 14, 2014
 
           
MDV VII, L.P.   SEVENTH MDV PARTNERS, L.L.C.
         
By: Seventh MDV Partners, L.L.C.,   By:                 /s/ Jonathan Feiber    
  its General Partner     Name: Jonathan Feiber
       
Title: Managing Member
By:                 /s/ Jonathan Feiber      
  Name: Jonathan Feiber      
  Title: Managing Member      
         
         
  /s/ Jonathan Feiber          /s/ Nancy Schoendorf
 
Jonathan Feiber
    
Nancy Schoendorf
 
 
EXHIBITS
         
A: Joint Filing Agreement