0001104659-14-072829.txt : 20141021 0001104659-14-072829.hdr.sgml : 20141021 20141021203846 ACCESSION NUMBER: 0001104659-14-072829 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20141021 FILED AS OF DATE: 20141021 DATE AS OF CHANGE: 20141021 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36694 FILM NUMBER: 141166611 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36694 FILM NUMBER: 141166612 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 Partners Qualified Purchaser Fund IV L P CENTRAL INDEX KEY: 0001324617 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36694 FILM NUMBER: 141166614 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 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36694 FILM NUMBER: 141166613 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 3 1 a3.xml 3 X0206 3 2014-10-21 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 Series A Convertible Preferred Stock Common Stock 5000000 D Series A-1 Convertible Preferred Stock Common Stock 2341664 D Series B Convertible Preferred Stock Common Stock 2173913 D Series C Convertible Preferred Stock Common Stock 2436437 D Series D Convertible Preferred Stock Common Stock 3932747 D Option (Right to Purchase) Series D Convertible Preferred Stock 1389064 D Warrants (Right to Buy) 4.6023 Common Stock 121760 D The Series A Convertible Preferred Stock is convertible into the Issuer's Common Stock on an 1-for-1.19 basis without payment of further consideration and has no expiration date. Each share will automatically convert into the Issuer's Common Stock concurrently with the completion of the Issuer's initial public offering of Common Stock. The shares do not reflect a 1-for-15.87 reverse stock split effected on October 6, 2014. 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. The Series A-1 Convertible Preferred Stock is convertible into the Issuer's Common Stock on a 1-for-1.22 basis without payment of further consideration and has no expiration date. Each share will automatically convert into the Issuer's Common Stock concurrently with the completion of the Issuer's initial public offering of Common Stock. The shares do not reflect a 1-for-15.87 reverse stock split effected on October 6, 2014. The Series B Convertible Preferred Stock is convertible into the Issuer's Common Stock on a 1-for-1.23 basis without payment of further consideration and has no expiration date. Each share will automatically convert into the Issuer's Common Stock concurrently with the completion of the Issuer's initial public offering of Common Stock. The shares do not reflect a 1-for-15.87 reverse stock split effected on October 6, 2014. The Series C Convertible Preferred Stock is convertible into the Issuer's Common Stock on a 1-for-1.23 basis without payment of further consideration and has no expiration date. Each share will automatically convert into the Issuer's Common Stock concurrently with the completion of the Issuer's initial public offering of Common Stock. The shares do not reflect a 1-for-15.87 reverse stock split effected on October 6, 2014. The Series D Convertible Preferred Stock is convertible into the Issuer's Common Stock on a one-for-one basis without payment of further consideration and has no expiration date. Each share will automatically convert into the Issuer's Common Stock concurrently with the completion of the Issuer's initial public offering of Common Stock. The shares do not reflect a 1-for-15.87 reverse stock split effected on October 6, 2014. Skyline has 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. In connection with the Issuer's initial public offering of Common Stock, Skyline has irrevocably elected to exercise the warrants effective and contingent upon and immediately prior to the closing of the Issuer's initial public offering. The warrants otherwise expire on an initial public offering, stock sale or deemed liquidation event. Reflects a 1-for-15.87 reverse stock split effected on October 6, 2014. Exhibit 24.1 Power of Attorney /s/ Karensa Kenny as attorney-in-fact Skyline Venture Partners Qualified Purchaser Fund IV L.P. 2014-10-21 /s/ Karensa Kenny as attorney-in-fact Skyline Venture Management IV, LLC 2014-10-21 /s/ Karensa Kenny as attorney-in-fact John Gordon Freund 2014-10-21 /s/ Karensa Kenny as attorney-in-fact Yasunori Kaneko 2014-10-21 EX-24.1 2 ex-24d1.htm EX-24.1

Exhibit 24.1

 

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints Kerensa Kenny with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

 

(1)                                 prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

 

(2)                                 execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer, director and/or more than 10% stockholder of any Skyline Affiliated Public Portfolio Company (the “Company”), Forms 3, 4, and 5 as well as 13(g) and 13(d) filings, in accordance with Section 16 of the Securities Exchange Act of 1934 and the rules thereunder;

 

(3)                                 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, and 13(g) and 13(d), complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

 

(4)                                 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 attorney-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.  This Power of Attorney supersedes any prior power of attorney granted by the undersigned with respect to Forms 3, 4, and 5, and 13(g) and 13(d).

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 9th day of February, 2011.

 

 

Skyline Venture Partners III, L.P.

 

By Skyline Venture Management III, L.L.C.,

 

Its General Partner

 

 


 

 

By:

/s/ John G. Freund

 

John G. Freund, Managing Director

 

 

 

 

 

Skyline Venture Partners Qualified Purchaser
Fund III, L.P.

 

By Skyline Venture Management III, L.L.C.,

 

Its General Partner

 

 

 

By:

/s/ John G. Freund

 

John G. Freund, Managing Director

 

 

 

 

 

Skyline Venture Partners Qualified Purchaser
Fund IV, L.P.

 

By Skyline Venture Management IV, L.L.C.,

 

Its General Partner

 

 

 

By:

/s/ John G. Freund

 

John G. Freund, Managing Director

 

 

 

 

 

Skyline Venture Partners V, L.P.

 

By Skyline Venture Management III, L.L.C.,

 

Its General Partner

 

 

 

By:

/s/ John G. Freund

 

John G. Freund, Managing Director

 

 

 

 

 

Skyline Expansion Fund, L.P.

 

By Skyline Expansion Fund Management, L.L.C.,

 

Its General Partner

 

By Skyline Venture Management III, L.L.C.

 

Its Managing Member

 

 

 

 

 

By:

/s/ John G. Freund

 

John G. Freund, Managing Director

 

 

 

 

 

John G. Freund

 

 

 

/s/ John G. Freund

 

 

 

 

 

Yasunori Kaneko

 

 

 

/s/ Yasunori Kaneko

 


 

 

Stephen J. Hoffman

 

 

 

/s/ Stephen J. Hoffman