FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 10/21/2014 |
3. Issuer Name and Ticker or Trading Symbol
PROTEON THERAPEUTICS INC [ PRTO ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Convertible Preferred Stock | (1) | (1) | Common Stock | 4,468,482(1) | (1) | D(2) | |
Series A Convertible Preferred Stock | (1) | (1) | Common Stock | 1,531,518(1) | (1) | I | By TVM Life Science Ventures VI, L.P.(3) |
Series A-1 Convertible Preferred Stock | (4) | (4) | Common Stock | 2,092,735(4) | (4) | D(2) | |
Series A-1 Convertible Preferred Stock | (4) | (4) | Common Stock | 717,260(4) | (4) | I | By TVM Life Science Ventures VI, L.P.(3) |
Series B Convertible Preferred Stock | (5) | (5) | Common Stock | 2,436,618(5) | (5) | D(2) | |
Series B Convertible Preferred Stock | (5) | (5) | Common Stock | 835,121(5) | (5) | I | By TVM Life Science Ventures VI, L.P.(3) |
Series C Convertible Preferred Stock | (6) | (6) | Common Stock | 2,331,391(6) | (6) | D(2) | |
Series C Convertible Preferred Stock | (6) | (6) | Common Stock | 799,043(6) | (6) | I | By TVM Life Science Ventures VI, L.P.(3) |
Series D Convertible Preferred Stock | (7) | (7) | Common Stock | 3,727,823(7) | (7) | D(2) | |
Series D Convertible Preferred Stock | (7) | (7) | Common Stock | 1,277,663(7) | (7) | I | By TVM Life Science Ventures VI, L.P.(3) |
Option (Right to Purchase) | (8) | (8) | Series D Convertible Preferred Stock | 1,316,683(7) | (8) | D(2) | |
Option (Right to Purchase) | (8) | (8) | Series D Convertible Preferred Stock | 451,276(7) | (8) | I | By TVM Life Science Ventures VI, L.P.(3) |
Warrants (Right to Buy) | (9) | (9) | Common Stock | 116,511(10) | $4.6023(10) | D(2) | |
Warrants (Right to Buy) | (9) | (9) | Common Stock | 39,932(10) | $4.6023(10) | I | By TVM Life Science Ventures VI, L.P.(3) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. 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. |
2. 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. |
3. 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. |
4. 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. |
5. 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. |
6. 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. |
7. 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. |
8. 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. |
9. 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. |
10. Reflects a 1-for-15.87 reverse stock split effected on October 6, 2014. |
Remarks: |
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 | 10/21/2014 | |
/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 | 10/21/2014 | |
/s/ Rolf Starck by power of attorney for Stefan Fischer | 10/21/2014 | |
/s/ Rolf Starck by power of attorney for Alexandra Goll | 10/21/2014 | |
/s/ Rolf Starck by power of attorney for Helmut Schuhsler | 10/21/2014 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |