0001193805-17-001412.txt : 20170804 0001193805-17-001412.hdr.sgml : 20170804 20170804180751 ACCESSION NUMBER: 0001193805-17-001412 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20170802 FILED AS OF DATE: 20170804 DATE AS OF CHANGE: 20170804 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Flynn James E CENTRAL INDEX KEY: 0001352546 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36694 FILM NUMBER: 171009683 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Deerfield Mgmt L.P. CENTRAL INDEX KEY: 0001010823 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36694 FILM NUMBER: 171009677 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2125511600 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: DEERFIELD CAPITAL LP DATE OF NAME CHANGE: 20050930 FORMER NAME: FORMER CONFORMED NAME: DEERFIELD CAPITAL LP ET AL DATE OF NAME CHANGE: 19960318 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DEERFIELD PARTNERS, L.P. CENTRAL INDEX KEY: 0001301041 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36694 FILM NUMBER: 171009679 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-551-1600 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: DEERFIELD PARTNERS, LP DATE OF NAME CHANGE: 20040819 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DEERFIELD MANAGEMENT CO CENTRAL INDEX KEY: 0001009258 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36694 FILM NUMBER: 171009674 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2125511600 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: DEERFIELD MANAGEMENT CO /NY DATE OF NAME CHANGE: 19981022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Deerfield Special Situations Fund, L.P. CENTRAL INDEX KEY: 0001354395 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36694 FILM NUMBER: 171009681 BUSINESS ADDRESS: STREET 1: 780 3RD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-551-1600 MAIL ADDRESS: STREET 1: 780 3RD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Deerfield Mgmt III, L.P. CENTRAL INDEX KEY: 0001610540 STATE OF INCORPORATION: DE FISCAL YEAR END: 1214 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36694 FILM NUMBER: 171009676 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-551-1600 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Deerfield International Master Fund, L.P. CENTRAL INDEX KEY: 0001565089 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36694 FILM NUMBER: 171009680 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-692-7108 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Deerfield Private Design Fund IV, L.P. CENTRAL INDEX KEY: 0001680307 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36694 FILM NUMBER: 171009678 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212)551-1600 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Deerfield Private Design Fund III, L.P. CENTRAL INDEX KEY: 0001603333 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36694 FILM NUMBER: 171009682 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-551-1600 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Deerfield Mgmt IV, L.P. CENTRAL INDEX KEY: 0001713467 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36694 FILM NUMBER: 171009675 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-551-1600 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PROTEON THERAPEUTICS INC CENTRAL INDEX KEY: 0001359931 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 781-890-0102 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: WALTHAM STATE: MA ZIP: 02451 3 1 e616441_3-proteon.xml OWNERSHIP DOCUMENT X0206 3 2017-08-02 0 0001359931 PROTEON THERAPEUTICS INC PRTO 0001352546 Flynn James E 780 THIRD AVENUE, 37TH FLOOR NEW YORK NY 10017 1 0 0 1 *Director by Deputization 0001603333 Deerfield Private Design Fund III, L.P. 780 THIRD AVENUE, 37TH FLOOR NEW YORK NY 10017 1 0 0 1 *Director by Deputization 0001354395 Deerfield Special Situations Fund, L.P. 780 3RD AVENUE 37TH FLOOR NEW YORK NY 10017 1 0 0 1 *Director by Deputization 0001565089 Deerfield International Master Fund, L.P. 780 THIRD AVENUE, 37TH FLOOR NEW YORK NY 10017 1 0 0 1 *Director by Deputization 0001301041 DEERFIELD PARTNERS, L.P. 780 THIRD AVENUE 37TH FLOOR NEW YORK NY 10017 1 0 0 1 *Director by Deputization 0001680307 Deerfield Private Design Fund IV, L.P. 780 THIRD AVENUE 37TH FLOOR NEW YORK NY 10017 1 0 0 1 *Director by Deputization 0001010823 Deerfield Mgmt L.P. 780 THIRD AVENUE 37TH FLOOR NEW YORK NY 10017 1 0 0 1 *Director by Deputization 0001610540 Deerfield Mgmt III, L.P. 780 THIRD AVENUE, 37TH FLOOR NEW YORK NY 10017 1 0 0 1 *Director by Deputization 0001713467 Deerfield Mgmt IV, L.P. 780 THIRD AVENUE, 37TH FLOOR NEW YORK NY 10017 1 0 0 1 *Director by Deputization 0001009258 DEERFIELD MANAGEMENT CO 780 THIRD AVENUE, 37TH FLOOR NEW YORK NY 10017 1 0 0 1 *Director by Deputization Common Stock 877799 I Through Deerfield Private Design Fund III, L.P. Common Stock 149676 I Through Deerfield Special Situations Fund, L.P. Common Stock 110557 I Through Deerfield International Master Fund, L.P. Common Stock 86867 I Through Deerfield Partners, L.P. Series A Convertible Preferred Stock Common Stock 16082018 I Through Deerfield Private Design Fund IV, L.P. This Form 3 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt, L.P. is the general partner of each of Deerfield Special Situations Fund, L.P. ("DSS Fund"), Deerfield International Master Fund, L.P. ("Master Fund") and Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Deerfield Private Design Fund IV" and collectively with Fund III, DSS Fund, Master Fund and Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. is the investment manager of each of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt III, L.P., Deerfield Mgmt, L.P., Deerfield Management Company, L.P. ("Deerfield Management") and Deerfield Mgmt IV, L.P. In accordance with Instruction 5(b)(iv) to Form 3, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise. Each share of Series A Convertible Preferred Stock, par value $0.001 per share (the "Preferred Stock"), of the Issuer is convertible, at any time at the option of the holder of such share of Preferred Stock, into approximately 1,005 shares of the Issuer's Common Stock, par value $0.001 per share, at a conversion price of $0.9949 per share, subject to adjustment for any stock splits, stock dividends and similar events in accordance with the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock of the Issuer, dated August 1, 2017. Jonathan Leff, a partner in Deerfield Management Company, serves as a director of the Issuer. Please see Joint Filer Information Statement attached as Exhibit 99 hereto. Exhibit List Exhibit 24 - Power of Attorney Exhibit 99 - Joint Filer Information Statement /s/ Jonathan Isler, Attorney-in-Fact 2017-08-04 EX-24 2 e616441_ex24.htm

Exhibit 24

POWER OF ATTORNEY

Know all by these presents, each of the undersigned hereby constitutes and appoints each of Jonathan Isler, and David J. Clark, each signing singly, the undersigned’s true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned (i) Forms 3, 4 and 5 (and all amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder and (ii) reports on Schedule 13G and Schedule 13D (and all amendments thereto) in accordance with Section 13 of the Exchange Act and the rules thereunder, in each case with respect to the beneficial ownership of securities by the undersigned;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 or Schedule 13G or Schedule 13D, complete and execute any amendment or amendments thereto, and file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with Section 13 or Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, each the undersigned has caused this Power of Attorney to be executed as of this 4th day of August, 2017.

DEERFIELD MGMT, L.P.

By:	J.E. Flynn Capital, LLC, General Partner

By:	/s/ James E. Flynn
	James E. Flynn, President

DEERFIELD PARTNERS, L.P.

By:	Deerfield Mgmt, L.P., General Partner

By:	J.E. Flynn Capital, LLC, General Partner

By:	/s/ James E. Flynn
	James E. Flynn, President

DEERFIELD SPECIAL SITUATIONS FUND, L.P.

By:	Deerfield Mgmt, L.P., General Partner

By:	J.E. Flynn Capital, LLC, General Partner

By:	/s/ James E. Flynn
	James E. Flynn, President

DEERFIELD PRIVATE DESIGN FUND, L.P.

By:	Deerfield Mgmt, L.P., General Partner

By:	J.E. Flynn Capital, LLC, General Partner

By:	/s/ James E. Flynn
	James E. Flynn, President

DEERFIELD PRIVATE DESIGN INTERNATIONAL, L.P.

By:	Deerfield Mgmt, L.P., General Partner

By:	J.E. Flynn Capital, LLC, General Partner

By:	/s/ James E. Flynn
	James E. Flynn, President

DEERFIELD PDI FINANCING II, L.P.

By:	Deerfield Mgmt, L.P., General Partner

By:	J.E. Flynn Capital, LLC, General Partner

By:	/s/ James E. Flynn
	James E. Flynn, President

DEERFIELD PRIVATE DESIGN FUND II, L.P.

By:	Deerfield Mgmt, L.P., General Partner

By:	J.E. Flynn Capital, LLC, General Partner

By:	/s/ James E. Flynn
	James E. Flynn, President

DEERFIELD PRIVATE DESIGN INTERNATIONAL II, L.P.

By:	Deerfield Mgmt, L.P., General Partner

By:	J.E. Flynn Capital, LLC, General Partner

By:	/s/ James E. Flynn
	James E. Flynn, President

DEERFIELD INTERNATIONAL MASTER FUND, L.P.

By:	Deerfield Mgmt, L.P., General Partner

By:	J.E. Flynn Capital, LLC, General Partner

By:	/s/ James E. Flynn
	James E. Flynn, President

DEERFIELD MANAGEMENT COMPANY, L.P.

By:	Flynn Management LLC, General Partner

By:	/s/ James E. Flynn
	James E. Flynn, President

DEERFIELD PRIVATE DESIGN FUND III, L.P.

By:	Deerfield Mgmt III, L.P., General Partner

By:	J.E. Flynn Capital III, LLC, General Partner

By:	/s/ James E. Flynn
	James E. Flynn, President

DEERFIELD MGMT III, L.P.

By:	J.E. Flynn Capital III, LLC, General Partner

By:	/s/ James E. Flynn
	James E. Flynn, President

DEERFIELD PRIVATE DESIGN FUND IV, L.P.

By:	Deerfield Mgmt IV, L.P., General Partner

By:	J.E. Flynn Capital IV, LLC, General Partner

By:	/s/ James E. Flynn
	James E. Flynn, President

DEERFIELD MGMT IV, L.P.

By:	J.E. Flynn Capital IV, LLC, General Partner

By:	/s/ James E. Flynn
	James E. Flynn, President

DEERFIELD HEALTHCARE INNOVATIONS FUND, L.P.

By:	Deerfield Mgmt HIF, L.P., General Partner

By:	J.E. Flynn Capital HIF LLC, General Partner

By:	/s/ James E. Flynn
	James E. Flynn, President

DEERFIELD MGMT HIF, L.P.

By:	J.E. Flynn Capital HIF LLC, General Partner

By:	/s/ James E. Flynn
	James E. Flynn, President

BREAKING STICK HOLDINGS, LLC

By:	Deerfield Management Company, L.P., Manager

By:	Flynn Management LLC, General Partner

By:	/s/ James E. Flynn
	James E. Flynn, President

JAMES E. FLYNN

/s/ James E. Flynn

EX-99 3 e616441_ex99.htm

Exhibit 99

Joint Filer Information

Names:	Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P., Deerfield International Master Fund, L.P., Deerfield Private Design Fund III, L.P., Deerfield Private Design Fund IV, L.P., Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P. and Deerfield Management Company, L.P.

Address:	780 Third Avenue, 37th Floor New York, NY 10017

Designated Filer:	James E. Flynn

Issuer and Ticker Symbol:	Proteon Therapeutics, Inc. [PRTO]

Date of Event Requiring Statement:	August 2, 2017

The undersigned, Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P., Deerfield International Master Fund, L.P., Deerfield Private Design Fund III, L.P., Deerfield Private Design Fund IV, L.P., Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P. and Deerfield Management Company, L.P., are jointly filing the attached Initial Statement of Beneficial Ownership on Form 3 with James E. Flynn with respect to the beneficial ownership of securities of Proteon Therapeutics, Inc.

Signatures:

DEERFIELD SPECIAL SITUATIONS FUND, L.P.

By: Deerfield Mgmt, L.P., General Partner

By: J.E. Flynn Capital, LLC, General Partner

By: /s/ Jonathan Isler