0001104659-14-074955.txt : 20141029 0001104659-14-074955.hdr.sgml : 20141029 20141029193554 ACCESSION NUMBER: 0001104659-14-074955 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20141027 FILED AS OF DATE: 20141029 DATE AS OF CHANGE: 20141029 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KANEKO YASUNORI CENTRAL INDEX KEY: 0001277503 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36694 FILM NUMBER: 141181304 MAIL ADDRESS: STREET 1: 509 ROEHAMPTON CITY: HILLS BOROUGH STATE: CA ZIP: 94010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Freund John Gordon CENTRAL INDEX KEY: 0001296771 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36694 FILM NUMBER: 141181305 MAIL ADDRESS: STREET 1: 125 UNIVERSITY AVE. STREET 2: C/O SKYLINE VENTURES CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Skyline Venture Management IV, LLC CENTRAL INDEX KEY: 0001392103 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36694 FILM NUMBER: 141181306 BUSINESS ADDRESS: STREET 1: 525 UNIVERSITY AVE. STREET 2: SUITE 520 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-462-5800 MAIL ADDRESS: STREET 1: 525 UNIVERSITY AVE. STREET 2: SUITE 520 CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Skyline Venture Partners Qualified Purchaser Fund IV L P CENTRAL INDEX KEY: 0001324617 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36694 FILM NUMBER: 141181307 BUSINESS ADDRESS: STREET 1: 125 UNIVERSITY AVE CITY: PALO ALTO STATE: CA ZIP: 94301 MAIL ADDRESS: STREET 1: 125 UNIVERSITY AVE CITY: PALO ALTO STATE: CA ZIP: 94301 4 1 a4.xml 4 X0306 4 2014-10-27 0 0001359931 PROTEON THERAPEUTICS INC PRTO 0001324617 Skyline Venture Partners Qualified Purchaser Fund IV L P 525 UNIVERSITY AVENUE, SUITE 610 PALO ALTO CA 94301 0 0 1 0 0001392103 Skyline Venture Management IV, LLC 525 UNIVERSITY AVENUE, SUITE 610 PALO ALTO CA 94301 0 0 1 0 0001296771 Freund John Gordon 525 UNIVERSITY AVENUE, SUITE 610 PALO ALTO CA 94301 0 0 1 0 0001277503 KANEKO YASUNORI 525 UNIVERSITY AVENUE, SUITE 610 PALO ALTO CA 94301 0 0 1 0 Common Stock 2014-10-27 4 P 0 200000 10.00 A 200000 D Common Stock 2014-10-27 4 C 0 1167208 A 1367208 D Common Stock 2014-10-27 4 X 0 121760 4.6023 A 1488968 D Common Stock 2014-10-27 4 S 0 56038 10.00 D 1432930 D Series A Convertible Preferred Stock 2014-10-27 4 C 0 5000000 0 D Common Stock 375608 0 D Series A-1 Convertible Preferred Stock 2014-10-27 4 C 0 2341664 0 D Common Stock 179903 0 D Series B Convertible Preferred Stock 2014-10-27 4 C 0 2173913 0 D Common Stock 168680 0 D Series C Convertible Preferred Stock 2014-10-27 4 C 0 2436437 0 D Common Stock 189049 0 D Series D Convertible Preferred Stock 2014-10-27 4 C 0 3932747 0 D Common Stock 247810 0 D Warrants (Right to Buy) 4.6023 2014-10-27 4 X 0 121760 0 D Common Stock 121760 0 D Option (Right to Purchase) 2014-10-27 4 J 0 1389064 D Series D Convertible Preferred Stock 87527 0 D These shares were purchased in connection with the Issuer's initial public offering of Common Stock. The shares are held by Skyline Venture Partners Qualified Purchaser Fund IV L.P. ("Skyline"). John G. Freund, M.D. and Yasunori Kaneko, M.D. are Managing Directors of Skyline Venture Management IV, LLC, the sole general partner of Skyline, and may be deemed to share voting and dispositive power over the shares held by Skyline. Each of Drs. Freund and Kaneko disclaim beneficial ownership of such shares, except to the extent of their pecuniary interest therein. Upon the closing of the Issuer's initial public offering, each share of Series A Convertible Preferred Stock automatically converted into Common Stock on a 1-for-1.19 basis without payment of further consideration and with no expiration date. Reflects a 1-for-15.87 reverse stock split effected on October 6, 2014. Upon the closing of the Issuer's initial public offering, each share of Series A-1 Convertible Preferred Stock automatically converted into Common Stock on a 1-for-1.22 basis without payment of further consideration and has no expiration date. Upon the closing of the Issuer's initial public offering, each share of Series B Convertible Preferred Stock automatically converted into Common Stock on a 1-for-1.23 basis without payment of further consideration and has no expiration date. Upon the closing of the Issuer's initial public offering, each share of Series C Convertible Preferred Stock automatically converted into Common Stock on a 1-for-1.23 basis without payment of further consideration and has no expiration date. Upon the closing of the Issuer's initial public offering, each share of Series D Convertible Preferred Stock automatically converted into Common Stock on a one-for-one basis (without payment of further consideration and with no expiration date) plus an additional 6,158 incremental shares as a result of an adjustment as provided for in the Company's certificate of incorporation. Upon the closing the Issuer's initial public offering, Skyline exercised their warrants to purchase common stock on a net issue basis resulting in the net issuance of 65,722 shares of common stock. Skyline had a right to purchase shares of Series D Convertible Preferred Stock under the Series D Purchase Agreement at a price of $0.588656, which right to purchase ceased to be exercisable upon the initial filing of the Issuer's registration statement for its initial public offering, and terminated upon the completion of the Issuer's initial public offering of Common Stock. Each share of Series D Preferred Stock issuable upon exercise of the right to purchase would have been convertible into shares of the Issuer's common stock as described in footnote (8) above. /s/ Karensa Kenny as attorney-in-fact Skyline Venture Partners Qualified Purchaser Fund IV L.P. 2014-10-29 /s/ Karensa Kenny as attorney-in-fact Skyline Venture Management IV, LLC 2014-10-29 /s/ Karensa Kenny as attorney-in-fact John Gordon Freund 2014-10-29 /s/ Karensa Kenny as attorney-in-fact Yasunori Kaneko 2014-10-29