0001104659-14-075072.txt : 20141030
0001104659-14-075072.hdr.sgml : 20141030
20141030083055
ACCESSION NUMBER: 0001104659-14-075072
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20141027
FILED AS OF DATE: 20141030
DATE AS OF CHANGE: 20141030
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36694
FILM NUMBER: 141181690
MAIL ADDRESS:
STREET 1: MAXIMILIANSTRASSE 35/EINGANG C
CITY: MUNCHEN
STATE: 2M
ZIP: 80539
4
1
a4.xml
4
X0306
4
2014-10-27
0
0001359931
PROTEON THERAPEUTICS INC
PRTO
0001398598
Birner Hubert
C/O TVM CAPITAL GROUP
OTTOSTRABE 4
MUNICH
2M
80333
GERMANY
1
0
1
0
Common Stock
2014-10-27
4
P
0
223410
10.00
A
223410
I
By TVM Life Science Ventures VI GmbH & Co. KG
Common Stock
2014-10-27
4
P
0
76590
10.00
A
300000
I
By TVM Life Science Ventures VI, L.P.
Common Stock
2014-10-27
4
C
0
1107154
A
1407154
I
By TVM Life Science Ventures VI GmbH & Co. KG
Common Stock
2014-10-27
4
C
0
379462
A
1786616
I
By TVM Life Science Ventures VI, L.P.
Common Stock
2014-10-27
4
X
0
116511
4.6023
A
1903127
I
By TVM Life Science Ventures VI GmbH & Co. KG
Common Stock
2014-10-27
4
X
0
39932
4.6023
A
1943059
I
By TVM Life Science Ventures VI, L.P.(3)
Series A Convertible Preferred Stock
2014-10-27
4
C
0
4468482
0
D
Common Stock
335680
0
I
By TVM Life Science Ventures VI GmbH & Co. KG
Series A Convertible Preferred Stock
2014-10-27
4
C
0
1531518
0
D
Common Stock
115051
0
I
By TVM Life Science Ventures VI, L.P.
Series A-1 Convertible Preferred Stock
2014-10-27
4
C
0
2092735
0
D
Common Stock
160779
0
I
By TVM Life Science Ventures VI GmbH & Co. KG
Series A-1 Convertible Preferred Stock
2014-10-27
4
C
0
717260
0
D
Common Stock
55105
0
I
By TVM Life Science Ventures VI, L.P.
Series B Convertible Preferred Stock
2014-10-27
4
C
0
2436618
0
D
Common Stock
189063
0
I
By TVM Life Science Ventures VI GmbH & Co. KG
Series B Convertible Preferred Stock
2014-10-27
4
C
0
835121
0
D
Common Stock
64799
0
I
By TVM Life Science Ventures VI, L.P.
Series C Convertible Preferred Stock
2014-10-27
4
C
0
2331391
0
D
Common Stock
180898
0
I
By TVM Life Science Ventures VI GmbH & Co. KG
Series C Convertible Preferred Stock
2014-10-27
4
C
0
799043
0
D
Common Stock
61999
0
I
By TVM Life Science Ventures VI, L.P.
Series D Convertible Preferred Stock
2014-10-27
4
C
0
3727823
0
D
Common Stock
234897
0
I
By TVM Life Science Ventures VI GmbH & Co. KG
Series D Convertible Preferred Stock
2014-10-27
4
C
0
1277663
0
D
Common Stock
80508
0
I
By TVM Life Science Ventures VI, L.P.
Warrants (Right to Buy)
4.6023
2014-10-27
4
X
0
116511
0
D
Common Stock
116511
0
I
By TVM Life Science Ventures VI GmbH & Co. KG
Warrants (Right to Buy)
4.6023
2014-10-27
4
X
0
39932
0
D
Common Stock
39932
0
I
By TVM Life Science Ventures VI, L.P.
Option (Right to Purchase)
2014-10-27
4
J
0
1316683
D
Series D Convertible Preferred Stock
82966
0
I
By TVM Life Science Ventures VI GmbH & Co. KG
Option (Right to Purchase)
2014-10-27
4
J
0
451276
D
Series D Convertible Preferred Stock
28455
0
I
By TVM Life Science Ventures VI, L.P.
These shares were purchased in connection with the Issuer's initial public offering of Common Stock.
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.
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 5,837 incremental shares as a result of an adjustment as provided for in the Company's certificate of incorporation.
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 2,000 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, TVM VI exercised their warrants with cash to purchase common stock.
Upon the closing the Issuer's initial public offering, TVM VI LP exercised their warrants with cash to purchase common stock.
TVM VI 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 (9) above.
TVM VI LP 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 (10) above.
/s/ Rolf Stark by power of attorney for Hubert Birner
2014-10-29