Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Lee Robert Darren
 2. Date of Event Requiring Statement (Month/Day/Year)
02/21/2015		 3. Issuer Name and Ticker or Trading Symbol
PROOFPOINT INC [PFPT]
(Last)
(First)
(Middle)
C/O PROOFPOINT, INC., 892 ROSS DRIVE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, GM Archiving & Governance
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SUNNYVALE, CA 94089		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Incentive Stock Option (right to buy)   (1) 12/29/2021 Common Stock 348 $ 7.98 D  
Non-qualified Stock Option (right to buy)   (1) 12/29/2021 Common Stock 4,513 $ 7.98 D  
Non-qualified Stock Option (right to buy)   (1) 03/05/2023 Common Stock 22,139 $ 14.12 D  
Non-qualified Stock Option (right to buy)   (1) 03/26/2024 Common Stock 25,000 $ 36 D  
Restricted Stock Units   (2)   (2) Common Stock 3,750 $ 0 (3) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lee Robert Darren
C/O PROOFPOINT, INC.
892 ROSS DRIVE
SUNNYVALE, CA 94089		       SVP, GM Archiving & Governance  

Signatures

/s/ Robert Darren Lee by Michael Yang, Attorney-in-Fact 02/25/2015
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) The stock option is immediately exercisable in full.
(2) The restricted stock units ("RSUs") will vest as to 1/3 of the total number of shares on February 1, 2016 and thereafter will vest as to 1/3 of the total number of shares in equal annual installments. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.
(3) Each RSU represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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