Credit Suisse Securities (USA) LLC
650 California Street, 33rd Floor
San Francisco, CA 94108
April 16, 2012
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Mark P. Shuman, Legal Branch Chief
Edwin Kim, Attorney-Advisor
Ryan Rohn, Staff Accountant
Stephen Krikorian, Accounting Branch Chief
Re: Proofpoint, Inc. Form S-1 Registration Statement originally filed December 14, 2011, as amended (Registration No. 333-178479)
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), we, as representatives of the several Underwriters, hereby join in the request of Proofpoint, Inc. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:01 P.M. Eastern Time on April 18, 2012, or as soon thereafter as practicable. We are also requesting that the Registration Statement on Form 8-A (File No. 001-35506) be declared effective simultaneously. We, the undersigned, as representatives of the several Underwriters, confirm that they are aware of their obligations under the Securities Act.
We wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated April 9, 2012:
(i) | Dates of Distribution: April 9, 2012 through the date hereof |
(ii) | Number of prospective underwriters to whom the preliminary prospectus was furnished: 5 |
(iii) | Number of prospectuses furnished to investors: approximately 2,885 |
(iv) | Number of prospectuses distributed to others, including the Company, the Company’s counsel, independent accountants, and underwriters’ counsel: approximately 380 |
We, the undersigned, as representatives of the several Underwriters, have and will, and we have been informed by the participating underwriters that they have and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.
[Signature page follows]
| Very truly yours, | ||
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| CREDIT SUISSE SECURITIES (USA) LLC | ||
| DEUTSCHE BANK SECURITIES INC. | ||
| PACIFIC CREST SECURITIES LLC | ||
| RBC CAPITAL MARKETS CORPORATION | ||
| FIRST ANALYSIS SECURITIES CORPORATION | ||
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| As representatives of the several Underwriters | ||
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| By: | CREDIT SUISSE SECURITIES (USA) LLC | |
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| By: | /s/ Andrew Leonard | |
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| Name: | Andrew Leonard |
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| Title: | Director |
[Signature Page to Underwriters’ Acceleration Request]
