0001012975-14-000681.txt : 20141022 0001012975-14-000681.hdr.sgml : 20141022 20141022143154 ACCESSION NUMBER: 0001012975-14-000681 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20141021 FILED AS OF DATE: 20141022 DATE AS OF CHANGE: 20141022 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: Prism Venture Partners V-A LP CENTRAL INDEX KEY: 0001328014 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-36694 FILM NUMBER: 141167524 BUSINESS ADDRESS: STREET 1: 100 LOWER BROOK DR STREET 2: SUITE 2500 CITY: WESTWOOD STATE: MA ZIP: 02090 BUSINESS PHONE: 781-302-4000 MAIL ADDRESS: STREET 1: 100 LOWER BROOK DR STREET 2: SUITE 2500 CITY: WESTWOOD STATE: MA ZIP: 02090 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: O'Leary Brendan CENTRAL INDEX KEY: 0001500269 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-36694 FILM NUMBER: 141167525 MAIL ADDRESS: STREET 1: C/O PRISM VENTURES PARTNERS V, L.P. STREET 2: 117 KENDRICK STREET, SUITE 200 CITY: NEEDHAM STATE: MA ZIP: 02494 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Prism Venture Partners V L P CENTRAL INDEX KEY: 0001313646 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-36694 FILM NUMBER: 141167526 BUSINESS ADDRESS: STREET 1: 100 LOWDER BROOK DR STREET 2: SUITE 2500 CITY: WESTWOOD STATE: CA ZIP: 02090 BUSINESS PHONE: 781-302-4000 MAIL ADDRESS: STREET 1: 100 LOWDER BROOK DR STREET 2: SUITE 2500 CITY: WESTWOOD STATE: CA ZIP: 02090 3/A 1 edgar.xml PRIMARY DOCUMENT X0206 3/A 2014-10-21 2014-10-21 0 0001359931 PROTEON THERAPEUTICS INC PRTO 0001313646 Prism Venture Partners V L P C/O PRISM VENTURE PARTNERS 75 SECOND AVENUE, SUITE 210 NEEDHAM MA 02494 0 0 1 0 0001500269 O'Leary Brendan C/O PRISM VENTURE PARTNERS 75 SECOND AVENUE, SUITE 210 NEEDHAM MA 02494 1 0 0 0 0001328014 Prism Venture Partners V-A LP C/O PRISM VENTURE PARTNERS 75 SECOND AVENUE, SUITE 210 NEEDHAM MA 02494 0 0 1 0 Series A Preferred Stock Common Stock 5000000 D Series A-1 Preferred Stock Common Stock 2341664 D Series B Preferred Stock Common Stock 2336956 D Series C Preferred Stock Common Stock 2478183 D Series D Preferred Stock Common Stock 4000070 D Common Stock Warrants Common Stock 1965454 D Options to Purchase Series D Preferred Common Stock 1412955 D The Series A Preferred Stock has no expiration date and will convert upon the closing of the Issuer's initial public offering at a conversion ratio of 1 share of Common Stock for every 1.149 share of preferred stock for no additional consideration. The share number listed does not reflect the 1 for 15.87 reverse stock split on October 6, 2014. The shares are held as follows: 3,435,500 shares held by Prism Venture Partners V, L.P. ("PVP V") and 1,564,500 shares held by Prism Venture Partners V-A, L.P ("PVP V-A"). James A. Counihan, Brendan O'Leary and Steven J. Benson share voting and investment authority over the shares held by PVP V and PVP V-A and may be deemed to beneficially own the shares. Each of James A. Counihan, Brendan O'Leary and Steven J. Benson disclaim beneficial ownership of these shares except to the extent of his pecuniary interest therein. The Series A-1 Preferred Stock has no expiration date and will convert upon the closing of the Issuer's initial public offering at a conversion ratio of 1 share of Common Stock for every 1.122 share of preferred stock for no additional consideration. The share number listed does not reflect the 1 for 15.87 reverse stock split on October 6, 2014. The shares are held as follows: 1,608,958 shares held by PVP V and 732,706 shares held by PVP V-A. James A. Counihan, Brendan O'Leary and Steven J. Benson share voting and investment authority over the shares held by PVP V and PVP V-A and may be deemed to beneficially own the shares. Each of James A. Counihan, Brendan O'Leary and Steven J. Benson disclaim beneficial ownership of these shares except to the extent of his pecuniary interest therein. The Series B Preferred Stock has no expiration date and will convert upon the closing of the Issuer's initial public offering at a conversion ratio of 1 share of Common Stock for every 1.1243 share of preferred stock for no additional consideration. The share number listed does not reflect the 1 for 15.87 reverse stock split on October 6, 2014 The shares are held as follows: 1,605,724 shares held by PVP V and 731,232 shares held by PVP V-A. James A. Counihan, Brendan O'Leary and Steven J. Benson share voting and investment authority over the shares held by PVP V and PVP V-A and may be deemed to beneficially own the shares. Each of James A. Counihan, Brendan O'Leary and Steven J. Benson disclaim beneficial ownership of these shares except to the extent of his pecuniary interest therein. The Series C Preferred Stock has no expiration date and will convert upon the closing of the Issuer's initial public offering at a conversion ratio of 1 share of Common Stock for every 1.1243 share of preferred stock for no additional consideration. The share number listed does not reflect the 1 for 15.87 reverse stock split on October 6, 2014 The shares are held as follows: 1,702,761 shares held by PVP V and 775,422 shares held by PVP V-A. James A. Counihan, Brendan O'Leary and Steven J. Benson share voting and investment authority over the shares held by PVP V and PVP V-A and may be deemed to beneficially own the shares. Each of James A. Counihan, Brendan O'Leary and Steven J. Benson disclaim beneficial ownership of these shares except to the extent of his pecuniary interest therein. The Series D Preferred Stock has no expiration date and will convert upon the closing of the Issuer's initial public offering at a conversion ratio of 1 share of Common Stock for every 1 share of preferred stock for no additional consideration. The share number listed does not reflect the 1 for 15.87 reverse stock split on October 6, 2014 The shares are held as follows: 2,748,450 shares held by PVP V and 1,251,620 shares held by PVP V-A. James A. Counihan, Brendan O'Leary and Steven J. Benson share voting and investment authority over the shares held by PVP V and PVP V-A and may be deemed to beneficially own the shares. Each of James A. Counihan, Brendan O'Leary and Steven J. Benson disclaim beneficial ownership of these shares except to the extent of his pecuniary interest therein. The warrants are exercisable for an exercise price of $.29 per share following a 1 for 15.87 reverse stock split on October 6, 2014and are held as follows: 1,350,465 warrants held by PVP V and 614,989 warrants held by PVP V-A. The share number listed reflects the 1 for 15.87 reverse stock split on October 6, 2014 Each of PVP V and PVP V-A have the 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 is not currently exercisable and shall terminate upon the completion of the Issuer's initial public offering of Common Stock. The share number listed does not reflect the 1 for 15.87 reverse stock split on October 6, 2014. /s/ Dina Ciarimboli as attorney in fact for Brendan O'Leary, Managing Member of Prism Investment Partners V, L.P., the general partner of Prism Venture Partners V, LLC, the general Partner of Prism Venture Partners V, L.P. 2014-10-22 /s/ Dina Ciarimboli as attorney in fact for Brendan O'Leary, Managing Member of Prism Investment Partners V, L.P., the general partner of Prism Venture Partners V, LLC, the general Partner of Prism Venture Partners V-A, L.P. 2014-10-22 /s/ Dina Ciarimboli as attorney in fact for Brendan O'Leary 2014-10-22