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