0001104659-14-074955.txt : 20141029
0001104659-14-074955.hdr.sgml : 20141029
20141029193554
ACCESSION NUMBER: 0001104659-14-074955
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20141027
FILED AS OF DATE: 20141029
DATE AS OF CHANGE: 20141029
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36694
FILM NUMBER: 141181304
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36694
FILM NUMBER: 141181305
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 Management IV, LLC
CENTRAL INDEX KEY: 0001392103
STATE OF INCORPORATION: CA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36694
FILM NUMBER: 141181306
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
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Skyline Venture Partners Qualified Purchaser Fund IV L P
CENTRAL INDEX KEY: 0001324617
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36694
FILM NUMBER: 141181307
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
4
1
a4.xml
4
X0306
4
2014-10-27
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
Common Stock
2014-10-27
4
P
0
200000
10.00
A
200000
D
Common Stock
2014-10-27
4
C
0
1167208
A
1367208
D
Common Stock
2014-10-27
4
X
0
121760
4.6023
A
1488968
D
Common Stock
2014-10-27
4
S
0
56038
10.00
D
1432930
D
Series A Convertible Preferred Stock
2014-10-27
4
C
0
5000000
0
D
Common Stock
375608
0
D
Series A-1 Convertible Preferred Stock
2014-10-27
4
C
0
2341664
0
D
Common Stock
179903
0
D
Series B Convertible Preferred Stock
2014-10-27
4
C
0
2173913
0
D
Common Stock
168680
0
D
Series C Convertible Preferred Stock
2014-10-27
4
C
0
2436437
0
D
Common Stock
189049
0
D
Series D Convertible Preferred Stock
2014-10-27
4
C
0
3932747
0
D
Common Stock
247810
0
D
Warrants (Right to Buy)
4.6023
2014-10-27
4
X
0
121760
0
D
Common Stock
121760
0
D
Option (Right to Purchase)
2014-10-27
4
J
0
1389064
D
Series D Convertible Preferred Stock
87527
0
D
These shares were purchased in connection with the Issuer's initial public offering of Common Stock.
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.
Upon the closing of the Issuer's initial public offering, each share of Series A Convertible Preferred Stock automatically converted into Common Stock on a 1-for-1.19 basis without payment of further consideration and with no expiration date.
Reflects a 1-for-15.87 reverse stock split effected on October 6, 2014.
Upon the closing of the Issuer's initial public offering, each share of Series A-1 Convertible Preferred Stock automatically converted into Common Stock on a 1-for-1.22 basis without payment of further consideration and has no expiration date.
Upon the closing of the Issuer's initial public offering, each share of Series B Convertible Preferred Stock automatically converted into Common Stock on a 1-for-1.23 basis without payment of further consideration and has no expiration date.
Upon the closing of the Issuer's initial public offering, each share of Series C Convertible Preferred Stock automatically converted into Common Stock on a 1-for-1.23 basis without payment of further consideration and has no expiration date.
Upon the closing of the Issuer's initial public offering, each share of Series D Convertible Preferred Stock automatically converted into Common Stock on a one-for-one basis (without payment of further consideration and with no expiration date) plus an additional 6,158 incremental shares as a result of an adjustment as provided for in the Company's certificate of incorporation.
Upon the closing the Issuer's initial public offering, Skyline exercised their warrants to purchase common stock on a net issue basis resulting in the net issuance of 65,722 shares of common stock.
Skyline had a 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 ceased to be exercisable upon the initial filing of the Issuer's registration statement for its initial public offering, and terminated upon the completion of the Issuer's initial public offering of Common Stock. Each share of Series D Preferred Stock issuable upon exercise of the right to purchase would have been convertible into shares of the Issuer's common stock as described in footnote (8) above.
/s/ Karensa Kenny as attorney-in-fact Skyline Venture Partners Qualified Purchaser Fund IV L.P.
2014-10-29
/s/ Karensa Kenny as attorney-in-fact Skyline Venture Management IV, LLC
2014-10-29
/s/ Karensa Kenny as attorney-in-fact John Gordon Freund
2014-10-29
/s/ Karensa Kenny as attorney-in-fact Yasunori Kaneko
2014-10-29