0001104659-14-072833.txt : 20141021 0001104659-14-072833.hdr.sgml : 20141021 20141021204346 ACCESSION NUMBER: 0001104659-14-072833 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: SCHUHSLER HELMUT CENTRAL INDEX KEY: 0001133921 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36694 FILM NUMBER: 141166625 MAIL ADDRESS: STREET 1: C/O TVM TECHNO VENTURE MANAGEMENT STREET 2: MAXIMILLIANSTR. 35, ENTRACE C D- CITY: MUNICH STATE: 2M ZIP: 80539 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Goll Alexandra CENTRAL INDEX KEY: 0001397372 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36694 FILM NUMBER: 141166626 MAIL ADDRESS: STREET 1: 101 ARCH STREET STREET 2: SUITE 1950 CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fischer Stefan CENTRAL INDEX KEY: 0001398596 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36694 FILM NUMBER: 141166627 MAIL ADDRESS: STREET 1: MAXIMILIANSTRASSE 35/EINGANG C CITY: MUNCHEN STATE: 2M ZIP: 80539 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TVM Life Science Ventures VI LP CENTRAL INDEX KEY: 0001318584 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36694 FILM NUMBER: 141166628 BUSINESS ADDRESS: STREET 1: PO BOX 309 UGLAND HOUSE CITY: CAYMAN ISLAND STATE: A1 ZIP: 00000 MAIL ADDRESS: STREET 1: PO BOX 309 UGLAND HOUSE CITY: CAYMAN ISLAND STATE: A1 ZIP: 00000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TVM Life Science Ventures VI GmbH & Co KG CENTRAL INDEX KEY: 0001599744 STATE OF INCORPORATION: 2M FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36694 FILM NUMBER: 141166629 BUSINESS ADDRESS: STREET 1: C/O TVM CAPITAL GROUP STREET 2: OTTOSTRASSE 4 CITY: MUNICH STATE: 2M ZIP: 80333 BUSINESS PHONE: 49 89 998 992-0 MAIL ADDRESS: STREET 1: C/O TVM CAPITAL GROUP STREET 2: OTTOSTRASSE 4 CITY: MUNICH STATE: 2M ZIP: 80333 3 1 a3.xml 3 X0206 3 2014-10-21 0 0001359931 PROTEON THERAPEUTICS INC PRTO 0001599744 TVM Life Science Ventures VI GmbH & Co KG C/O TVM CAPITAL GROUP OTTOSTRASSE 4 MUNICH 2M 80333 GERMANY 0 0 1 0 0001318584 TVM Life Science Ventures VI LP C/O TVM CAPITAL GROUP OTTOSTRASSE 4 MUNICH 2M 80333 GERMANY 0 0 1 0 0001398596 Fischer Stefan C/O TVM CAPITAL GROUP OTTOSTRASSE 4 MUNICH 2M 80333 GERMANY 0 0 1 0 0001397372 Goll Alexandra C/O TVM CAPITAL GROUP OTTOSTRASSE 4 MUNICH 2M 80333 GERMANY 0 0 1 0 0001133921 SCHUHSLER HELMUT C/O TVM CAPITAL GROUP OTTOSTRASSE 4 MUNICH 2M 80333 GERMANY 0 0 1 0 Series A Convertible Preferred Stock Common Stock 4468482 D Series A Convertible Preferred Stock Common Stock 1531518 I By TVM Life Science Ventures VI, L.P. Series A-1 Convertible Preferred Stock Common Stock 2092735 D Series A-1 Convertible Preferred Stock Common Stock 717260 I By TVM Life Science Ventures VI, L.P. Series B Convertible Preferred Stock Common Stock 2436618 D Series B Convertible Preferred Stock Common Stock 835121 I By TVM Life Science Ventures VI, L.P. Series C Convertible Preferred Stock Common Stock 2331391 D Series C Convertible Preferred Stock Common Stock 799043 I By TVM Life Science Ventures VI, L.P. Series D Convertible Preferred Stock Common Stock 3727823 D Series D Convertible Preferred Stock Common Stock 1277663 I By TVM Life Science Ventures VI, L.P. Option (Right to Purchase) Series D Convertible Preferred Stock 1316683 D Option (Right to Purchase) Series D Convertible Preferred Stock 451276 I By TVM Life Science Ventures VI, L.P. Warrants (Right to Buy) 4.6023 Common Stock 116511 D Warrants (Right to Buy) 4.6023 Common Stock 39932 I By TVM Life Science Ventures VI, L.P. 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 directly held by TVM Life Science Ventures VI GMBH & Co. KG ("TVM VI"). Hubert Birner ("Birner"), Alexandra Goll ("Goll"), Helmut Schuhsler ("Schuhsler") and Stefan Fischer ("Fischer") are members of the investment committee of TVM Life Science Ventures Management VI L.P. ("TVM VI Management"), a special limited partner of TVM VI, with voting and dispositive power over the shares held by TVM VI. Fischer, Goll and Schuhsler each disclaim beneficial ownership of the shares held by TVM VI, except to the extent of any pecuniary interest therein, if any. The shares are directly held by TVM Life Science Ventures VI L.P. ("TVM VI LP"). Birner, Goll, Schuhsler, Fischer and Polack are members of the investment committee of TVM VI Management, a special limited partner of TVM VI LP, with voting and dispositive power over the shares held by TVM VI LP. TVM VI Management, Fischer, Goll and Schuhsler each disclaim beneficial ownership of the shares held by TVM VI LP, except to the extent of any pecuniary interest therein, if any. 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. Each of TVM VI and TVM VI LP 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. In connection with the Issuer's initial public offering of Common Stock, TVM VI and TVM VI LP have 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/ Josef Moosholzer, Treasurer of Techno Ventures Management LLC, general partner of TVM Life Science Ventures Management VI L.P., managing limited partner of TVM Life Science Ventures VI GMBH & Co. KG 2014-10-21 /s/ Josef Moosholzer, Treasurer of Techno Ventures Management LLC, general partner of TVM Life Science Ventures Management VI L.P., managing limited partner of TVM Life Science Ventures VI L.P 2014-10-21 /s/ Rolf Starck by power of attorney for Stefan Fischer 2014-10-21 /s/ Rolf Starck by power of attorney for Alexandra Goll 2014-10-21 /s/ Rolf Starck by power of attorney for Helmut Schuhsler 2014-10-21 EX-24.1 2 ex-24d1.htm EX-24.1

Exhibit 24.1

 

POWER OF ATTORNEY

 

KNOWN ALL MEN BY THESE PRESENTS, that each of the undersigned hereby makes, constitutes and appoints Rolf Starck, as the undersigned’s true and lawful attorney-in-fact and agent for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all documents relating to any and all Securities and Exchange Commission filings which may be required, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that such attorney-in-fact may lawfully do or cause to be done by virtue hereof.

 

This power shall continue in effect until terminated in writing.

 

 

By:

/s/ Hubert Birner

 

 

Dr. Hubert Birner

 

 

 

 

 

 

 

By:

/s/ Alexandra Goll

 

 

Dr. Alexandra Goll

 

 

 

 

 

 

 

By:

/s/ Stefan Fischer

 

 

Stefan Fischer

 

 

 

 

 

 

 

By:

/s/ Helmut Schuhsler

 

 

Helmut Schuhsler

 

 

 

Dated: March 19, 2013