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