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Proofpoint, Inc. Announces Pricing of Initial Public Offering

(April 19, 2012)

SUNNYVALE, CA -- (Marketwire) -- 04/19/12 -- Proofpoint, Inc. (NASDAQ: PFPT), a pioneering provider of cloud-based security and compliance solutions for enterprise messaging and collaboration, today announced the pricing of its initial public offering of 6,329,421 shares of its common stock at a price to the public of $13.00 per share. The shares are expected to begin trading on The Nasdaq Global Market on April 20, 2012 under the symbol "PFPT." Proofpoint is offering 5,130,000 shares of common stock and selling stockholders are offering 1,199,421 shares of common stock. In addition, Proofpoint and the selling stockholders have granted the underwriters a 30-day option to purchase up to 769,500 additional shares of common stock to cover over-allotments, if any.

Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. are serving as joint book runners for the offering. RBC Capital Markets LLC, Pacific Crest Securities LLC and First Analysis Securities Corp. are acting as co-managers.

The offering will be made only by means of a prospectus. Copies of the prospectus related to the offering may be obtained from: Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, One Madison Avenue, New York, NY, 10010, by phone at (800) 221-1037, or by e-mail at [email protected]; or Deutsche Bank Securities Inc., Attention Prospectus Department, Harborside Financial Center, 100 Plaza One, Jersey City, New Jersey, 07311-3988, by e-mail at [email protected], or by phone at (800) 503-4611.

A registration statement related to these securities has been filed with, and declared effective by, the Securities and Exchange Commission. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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Proofpoint Investor Relations Contact:
Seth Potter
ICR, Inc. on behalf of Proofpoint, Inc.
[email protected]

Media Contact:
Orlando De Bruce
Proofpoint, Inc.
[email protected]

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