0001104659-14-072834.txt : 20141021 0001104659-14-072834.hdr.sgml : 20141021 20141021204400 ACCESSION NUMBER: 0001104659-14-072834 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: Birner Hubert CENTRAL INDEX KEY: 0001398598 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36694 FILM NUMBER: 141166630 MAIL ADDRESS: STREET 1: MAXIMILIANSTRASSE 35/EINGANG C CITY: MUNCHEN STATE: 2M ZIP: 80539 3 1 a3.xml 3 X0206 3 2014-10-21 0 0001359931 PROTEON THERAPEUTICS INC PRTO 0001398598 Birner Hubert C/O TVM CAPITAL GROUP OTTOSTRABE 4 MUNICH 2M 80333 GERMANY 1 0 1 0 Series A Convertible Preferred Stock Common Stock 4468482 I By TVM Life Science Ventures VI GmbH & Co. KG 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 I By TVM Life Science Ventures VI GmbH & Co. KG 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 I By TVM Life Science Ventures VI GmbH & Co. KG 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 I By TVM Life Science Ventures VI GmbH & Co. KG 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 I By TVM Life Science Ventures VI GmbH & Co. KG 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 I By TVM Life Science Ventures VI GmbH & Co. KG 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 I By TVM Life Science Ventures VI GmbH & Co. KG Warrants (Right to Buy) 4.6023 Common Stock 39932 I By TVM Life Science Ventures VI, L.P. Stock Option (Right to Buy) 10.00 2014-10-21 Common Stock 6666 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 directly held by TVM Life Science Ventures VI GMBH & Co. KG ("TVM VI"). The reporting person, 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. The reporting person disclaims beneficial ownership of the shares held by TVM VI, except to the extent of his pecuniary interest therein, if any. The shares are directly held by TVM Life Science Ventures VI L.P. ("TVM VI LP"). The reporting person, Goll, Schuhsler and Fischer 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. The reporting person disclaims beneficial ownership of the shares held by TVM VI LP, except to the extent of his 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. The shares underlying this option vest 100% on the date of the next annual meeting of stockholders. Exhibit 24.1 Power of Attorney /s/ Rolf Starck by power of attorney for Hubert Birner 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