Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Cooper Tom
   2. Issuer Name and Ticker or Trading Symbol
PROOFPOINT INC [PFPT] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP Worldwide Field Operations
(Last)
(First)
(Middle)
C/O PROOFPOINT, INC., 892 ROSS DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
02/27/2013
(Street)

SUNNYVALE, CA 94089		 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 02/27/2013   M   235,040 A $ 5.38 235,040 D  
Common Stock 02/27/2013   F(1)   146,300 (2) D $ 14.5112 (3) 88,740 D  
Common Stock 03/01/2013   M   107,029 A $ 5.38 195,769 D  
Common Stock 03/01/2013   F(1)   66,620 D $ 14 129,149 D  

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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
Non-qualified stock option (right to buy) $ 5.38 02/27/2013   M     43,500   (4) 12/15/2020 Common Stock 43,500 $ 0 377,887 D  
Non-qualified stock option (right to buy) $ 5.38 02/27/2013   M     191,540   (4) 12/15/2020 Common Stock 191,540 $ 0 0 I By Trust (5)
Non-qualified stock option (right to buy) $ 5.38 03/01/2013   M     96,961   (4) 12/15/2020 Common Stock 96,961 $ 0 280,926 D  
Incentive Stock Option (right to buy) $ 5.38 03/01/2013   M     10,068   (4) 12/15/2020 Common Stock 10,068 $ 0 8,519 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Cooper Tom
C/O PROOFPOINT, INC.
892 ROSS DRIVE
SUNNYVALE, CA 94089		       EVP Worldwide Field Operations  

Signatures

 /s/ Tom Cooper by Michael Yang, Attorney-In-Fact   03/01/2013
**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) Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the exercise price of the option. The Reporting Person did not sell or otherwise dispose of any of the shares reported on this Form 4 for any reason other than to cover the applicable exercise price.
(2) Represents the aggregate of sales effected on the same day at different prices.
(3) Represents the weighted average sales price per share. The shares sold at prices ranging from $14.50 to $14.62 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.
(4) The stock option is immediately exercisable in full.
(5) The stock option is held directly by Thomas R. Cooper 2012 GRAT, of which the Reporting Person is the sole trustee and may be deemed to have sole voting and investment power over these shares.

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