6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

May 19, 2014

Commission File Number: 001-35990

Prosensa Holding N.V.

J.H. Oortweg 21

2333 CH Leiden

The Netherlands

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒                          Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):☐

On May 19, 2014 Prosensa Holding N.V. issued a press release announcing its 2014 annual general meeting of shareholders and made available to its shareholders certain other materials in connection with such meeting.

Such materials are attached as exhibits to this Form 6-K and are incorporated by reference herein.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Prosensa Holding N.V.
By:
	Name:	Hans G.C.P. Schikan
	Title:	Chief Executive Officer

Date: May 19, 2014

By:
	Name:	Berndt Modig
	Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description of Exhibit
99.1	Press Release dated May 19, 2014
99.2	Invitation convening the annual general meeting of shareholders
99.3	English language translation of notice convening the annual general meeting of shareholders
99.4	Agenda including explanation
99.5	Powers of attorney

EX-99

Exhibit 99.1

Prosensa Announces Shareholder Meeting

Leiden, The Netherlands, May 19, 2014 (GLOBE NEWSWIRE) -- Prosensa Holding N.V. (NASDAQ: RNA), today announced that a General Meeting of Shareholders will be held on June 17, 2014 at 14:00 CET, at the offices of Prosensa Holding N.V., J.H. Oortweg 21, 2333 CH Leiden, The Netherlands.

The notice and agenda of the general meeting in addition to webcast information are available free of charge in the Investors & Media Section under "Events & Presentations" of Prosensa's corporate website at www.prosensa.com. It is also available on the SEC's website at www.sec.gov.

About Prosensa Holding N.V.

Prosensa (NASDAQ: RNA) is a Dutch biotechnology company engaged in the discovery and development of RNA-modulating therapeutics for the treatment of genetic disorders. Its primary focus is on rare neuromuscular and neurodegenerative disorders with a large unmet medical need, including Duchenne muscular dystrophy (DMD), myotonic dystrophy and Huntington's disease.

Prosensa's current portfolio includes six compounds for the treatment of DMD, all of which have received orphan drug status in the United States and the European Union. The compounds use an innovative technique called exon-skipping to provide a personalized medicine approach to treat different populations of DMD patients.www.prosensa.com

CONTACT: Prosensa Holding N.V.
         Celia Economides, Senior Director IR & Corporate Communications
         Phone: +1 917 941 9059
         Email: c.economides@prosensa.nl

EX-99

Exhibit 99.2

Invitation

Annual General Meeting of Shareholders

Prosensa Holding N.V.

Leiden, 19 May 2014

Dear Shareholder,

On behalf of Prosensa Holding N.V. (“Prosensa”) it is a pleasure to invite you to attend the General Meeting of Shareholders (“AGM”) on Tuesday June 17, 2014. The meeting will be held at the offices of Prosensa at J.H. Oortweg 21, 2333 CH Leiden, The Netherlands. The meeting will start at 14:00 hrs. CET.

The business to be conducted at this AGM is set out in the agenda together with the explanatory notes to the agenda and the curriculum vitae of Michael S. Wyzga. You can find the agenda and other related documents and information regarding registration and voting by proxy on our website at http://ir.prosensa.eu/. They are also available for inspection at the offices of Prosensa.

The meeting can be attended through an audio webcast via our website www.prosensa.com. However, shareholders cannot vote their shares through the audio webcast. Shareholders who wish to vote their shares but do not plan to attend the meeting in person should provide a proxy as instructed on our website.

Shareholders may attend the meeting if (i) they hold shares in Prosensa on May 20, 2014 (the "Record Date") and (ii) have given notice in writing to Prosensa prior to June 11, 2014 of their intention to attend the meeting. The notice should contain the name and number of shares the person will represent in the meeting.

Registered holders

A shareholder whose ownership is registered directly in Prosensa’s shareholder register and who wishes to be represented by a proxy must submit a signed proxy to Prosensa before or on June 11, 2014. These shareholders or their representatives will receive a confirmation of receipt of proxy from Prosensa.

Prosensa Holding N.V.

J.H. Oortweg 21, 2333 CH Leiden, The Netherlands

Correspondence  address : P.O. Box 281, 2300 AG Leiden, The Netherlands

T: +31 (0)71 33 22 100  F: +31 (0)71 33 22 088  Email: info@prosensa.nl  www.prosensa.com

Chamber of Commerce: The Hague 28076693  VAT NL8065.24.753.B01

Beneficial Owners

Shareholders holding their shares in an account at a bank, a financial institution, an account holder or other financial intermediary (such shareholders, the “Beneficial Owners”) must have their financial intermediary or their agent with whom the shares are held issue a proxy to them

which confirms they are authorized to take part in and vote at the AGM. These Beneficial Owners must (i) notify Prosensa of their intention to attend the general meeting by submitting their name and number of shares beneficially owned in writing to Prosensa prior to June 11, 2014, and (ii) bring the proxy received from their financial intermediary to the meeting.

A Beneficial Owner who wishes to be represented by a proxy should follow the instructions and use the voting instrument provided by the bank, financial institution, account holder or other financial intermediary that holds the shares on behalf of such Beneficial Owner.

Shareholders or their proxies may be requested to provide proof of identity before and during the meeting.

For further information, please contact Celia Economides, Senior Director IR & Corporate Communications of Prosensa at +1 917 941 9059 or via email c.economides@prosensa.nl

I look forward to your participation on June 17, 2014 at Prosensa’s offices at J.H. Oortweg 21, Leiden, The Netherlands.

Yours sincerely,

J.G.C.P. Schikan

Chief Executive Officer

Prosensa Holding N.V.

T: +31 (0)71 33 22 100 F: +31 (0)71 33 22 088 Email: info@prosensa.nl www.prosensa.com

EX-99

Exhibit 99.3

English language translation of the convening notice published in a Dutch national newspaper.

"Shareholders of Prosensa Holding N.V. are invited to attend the annual general meeting which will be held on June 17, 2014, 14:00 hours at the offices of Prosensa Holding N.V., J.H. Oortweg 21, Leiden, the Netherlands. The record date for the meeting is May 20, 2014. The agenda, the annual accounts and the procedure for attending the meeting are available for inspection at the address mentioned above and at www.prosensa.com."

EX-99

Exhibit 99.4

AGENDA and EXPLANATORY NOTES

for the Annual General Meeting ("AGM") of Prosensa Holding N.V. (the "Company") to be held on Tuesday, June 17, 2014 at 14:00 hrs. (CET) at J.H. Oortweg 21, 2333 CH Leiden, the Netherlands

1 Opening

2 Report 2013

2.1 Report of the Management Board for the financial year 2013

Discussion of the Management Board's report for the financial year 2013.

2.2 Report of the Remuneration Committee of the Supervisory Board for the financial year 2013

In accordance with Article 2:135 (5a) of the Dutch Civil Code, the report of the Remuneration Committee of the Supervisory Board will be discussed.

3 Adoption of the annual accounts over 2013 (voting item)

It is proposed to adopt the annual accounts for the financial year 2013.

PricewaterhouseCoopers Accountants N.V. has audited the annual accounts and has issued an auditor's report thereon.

4 Appropriation of the net results over 2013 (voting item)

The net loss for the financial year 2013 amounts to EUR 16,604,000. It is proposed to add such negative net results to the accumulated deficit.

5 Discharge of the managing directors for their management during the financial year 2013 (voting item)

It is proposed to discharge the managing directors from liability in respect of the performance of their management duties during the financial year 2013.

6 Discharge of the supervisory directors for their supervision during the financial year 2013 (voting item)

It is proposed to discharge the supervisory directors currently in office, as well as Mr. Rémi Droller, who stepped down from the supervisory board on March 12, 2014, from liability in respect of the performance of their supervision duties during the financial year 2013.

7 Appointment of the auditor for the financial year 2014 (voting item)

It is proposed to appoint PricewaterhouseCoopers Accountants N.V. as auditor of the annual accounts of the Company for the financial year ending December 31, 2014. Both the management board and the supervisory board endorse this proposal.

8 Appointment of a new supervisory director: Mr. Michael Wyzga (voting item)

The Supervisory Board has resolved in its meeting of March 12, 2014, on the recommendation of the nomination and governance committee, to nominate Mr. Michael Wyzga for appointment in the position of Supervisory Board director for a term ending at the end of the 2017 AGM.

The works council of the Company has been timely provided with the opportunity to determine its opinion on this appointment and has notified the Supervisory Board that it is in favor hereof.

In accordance with section 7.6.2 of the articles of association of Prosensa, the general meeting may overrule the nomination by a two thirds majority of the votes cast, provided such majority represents more than half of the issued share capital. Unless the general meeting overrules the nomination, Mr. Michael Wyzga shall be appointed.

Subject to his appointment, Mr. Wyzga will join as a member the Audit Committee.

The curriculum vitae of Mr. Wyzga is attached to this agenda as annex.

9 Remuneration of the Supervisory Board (voting item)

At the Annual General Meeting of the Shareholders of June 14, 2013, the remuneration of the supervisory directors was approved. In accordance with article 7.7. of the Articles of Association it is proposed to adjust the remuneration of newly appointed supervisory directors, including, for the avoidance of doubt, Mr. Michael Wyzga, as follows:

- to increase the initial grant for newly appointed supervisory directors of 20,000 options by 10,000 options to 30,000 options; and

- to pay a compensation fee of US$ 2,000 to supervisory directors residing in the United States per Supervisory Board meeting to be held outside the United States.

The other terms of the remuneration as approved by the aforementioned AGM remain unchanged.

10 Share buyback (voting item)

The management board of an N.V. is only authorised to have the company acquire shares in the company's own share capital, if the general meeting has authorised the management board thereto.

10.1 Share buyback ordinary shares (voting item)

On June 14, 2013, the management board was authorised at the general meeting to acquire shares in the Company's own share capital for a period of eighteen months. The general meeting is requested to renew this authorisation for a period of eighteen months, being the maximum term permitted by Dutch law.

The purpose of the proposal is to create flexibility to return capital to the shareholders. Each exercise of this authority by the management board shall be subject to supervisory board approval.

In addition to being a means to return value to shareholders, repurchases of shares in the Company’s own share capital can be used to streamline its investor base, demonstrate a commitment to the business and confidence in the long-term growth of the Company, provide increased liquidity for investors and cover obligations under the Company’s share-based compensation plans.

The shares may be acquired on the stock exchange or through other means at a price per share of at least USD 0.01 and at most the highest of (i) the Quoted Share Price plus 10% and (ii), if purchases are made on the basis of a programme entered into with a single counterparty or using a financial intermediary, the average of the Volume Weighted Average Share Prices during the course of the programme. The Quoted Share Price is defined as the average of the closing prices of the ordinary shares over the five trading days prior to the acquisition date. The Volume Weighted Average Share Price is defined as the volume weighted average price of trades in ordinary shares on Nasdaq between 9:30 am (EST) and 4:00 pm (EST) adjusted for block, cross and auction trades.

In accordance with mandatory Dutch law, the management board will have authority to purchase a maximum number of ordinary shares of up to 50% of the Company's issued share capital in the form of ordinary shares on the date of acquisition.

10.2 Share buyback preferred shares (voting item)

On June 14, 2013, the management board was authorised by the general meeting to acquire preferred shares for a period of 18 months. The general meeting is requested to renew this authorisation for a period of 18 months, being the maximum term permitted by Dutch law.

The preferred shares can be issued to an independent foundation in case of a (threat of) an unsolicited offer or shareholders' activism. As the purpose of the issue of preferred shares will be to create a "status quo" that is to be used by the management board and supervisory board to further discuss with the offeror or activist shareholder their future plans for the Company as well as to solicit (competing) bids and/or explore other strategic alternatives, the preferred shares will not be outstanding for an indefinite period of time.

Once it is no longer adequate and proportionate to have the preferred shares be outstanding, the Company will either repurchase or cancel the shares. In this connection it is proposed to authorize the management board to acquire the preferred shares at a price that is equal to at least the nominal value of the preferred shares and at most the amount paid on those preferred shares, including the nominal amount and the share premium. Each exercise of this authority by the management board shall be subject to supervisory board approval.

In accordance with mandatory Dutch law, the management board will have authority to purchase a maximum number of preferred shares of up to 50% of the Company's issued share capital on the date of acquisition.

11 Any other business and closing

***

Michael S. Wyzga

Experience:

· 2011 to 2013: President and Chief Executive Officer,  Radius

· 1998 to 2011: Executive Vice President and Chief Financial Officer, Genzyme Corporation

· 1997 to 1998: Chief Financial Officer, Sovereign Hill Software, Inc.

· 1995 to 1997: Chief Financial Officer, CACHELINK Corporation

· 1989 to 1995: various senior management positions Lotus Development Corporation

Achievements – Genzyme

· Analytics and Strategy

o Established Cash Flow/ROI/CFROI as critical indicative metrics

o Implemented integrated ERP program (Oracle)

o Reorganized and simplified “Best of Breed Support Model” (IT, Finance and Accounting)

· Company Growth Metrics

o	1998	Revenue	$      709M	Net Income	$         63 M
o	2011 (est)	Revenue	$      5,100M	Net Income	$         1,600 M

· Ranked by Institutional Investor Top Five CFO’s

Notable transactions

· 2011: Sale of Genzyme to Sanofi – Aventis

· 2010: Strategic Divestiture of Non Core Assets – Diagnostics and Genetics Testing

· 2010: Completed $1B debt offering ($1B stock repurchase)

· 2009: Agreement with Bayer to acquire full rights to Campath

· 2009: Acquisition of worldwide rights to Fludara and Leukine from Bayer

· 2008: In-licensed Mipomersen from Isis  and Ataluren from PTC Therapeutics

· 2006: Acquired AnorMED for Mozobil

· 2004: Acquistion of ILEX for Campath and Clorar

· 2003: Acquisition of SangStat and its drug Thymoglobulin

· 2000: Biosurgery unit created through acquisition of BioMatrix and its Synvisc product

· 1998: Joint venture with BioMarin to commercialize Aldurazyme

Education:

· B.S., Suffolk University

· M.B.A., Providence College

Board affiliations

· Board of visitors, Northeastern University

· MBA Board, Providence College

· Director, Citi Performing Arts

· Director, Head of Audit, Oncomed

· Director, Head of Audit, Akebia

· Director, Head of Audit, Indenix

· Director, Dohman Company

EX-99

Exhibit 99.5

POWER OF ATTORNEY

AGM PROSENSA HOLDING N.V.

JUNE 17, 2014

(FOR LEGAL ENTITY)

[insert full name], a legal entity organized and existing under the laws of [insert country], with its corporate seat in [insert name city], having its offices in [insert address] (the "Grantor") herewith grants a power of attorney to (please check the box that is applicable):

□         ________________________________________ (possibility to include name ofauthorized person)

□         each of Matthijs van Blokland and Margreet de Vos, both retained by Prosensa (as defined below) (each a "Prosensa Attorney"),

(the "Attorney"), to represent the Grantor, as shareholder of Prosensa Holding N.V.,a limited liability company (naamloze vennootschap) organized and existing under the laws of the Netherlands, with its corporate seat in Leiden, The Netherlands, with address J.H. Oortweg 21, 2333 CH Leiden, The Netherlands, registered with the Trade Register of the Chamber of Commerce under file number 28076693 ("Prosensa") at the Annual General Meeting of Shareholders of Prosensa to be held at J.H. Oortweg 21, 2333 CH Leiden, The Netherlands, on June 17, 2014 at 14:00 hrs. (CET) (the “General Meeting”), and (i) to exercise in the name of the Grantor at the General Meeting any and all voting rights attached to the shares in the capital of Prosensa which were held by the Grantor at the record date of the General Meeting (May 20, 2014) and (ii) to vote all shares held at the record date in favor of the proposals as stated in the agenda for the General Meeting unless stated otherwise below:

Agenda item 3  Adoption of the annual accounts over 2013.

# Shares	For	# Shares	Against	# Shares	Abstain
	o		o		o

Agenda item 4  Appropriation of the net results over 2013.

# Shares	For	# Shares	Against	# Shares	Abstain
	o		o		o

Agenda item 5 Discharge of the managing directors for their management during the financial year 2013.

# Shares	For	# Shares	Against	# Shares	Abstain
	o		o		o

Agenda item 6 Discharge of the supervisory directors for their supervision during the financial year 2013.

# Shares	For	# Shares	Against	# Shares	Abstain
	o		o		o

Agenda item 7 Appointment of the auditor for the financial year 2014.

# Shares	For	# Shares	Against	# Shares	Abstain
	o		o		o

Agenda item 8 Appointment of a new supervisory director: Mr. Michael Wyzga.

# Shares	For	# Shares	Against	# Shares	Abstain
	o		o		o

Agenda item 9  Remuneration of the Supervisory Board.

# Shares	For	# Shares	Against	# Shares	Abstain
	o		o		o

Agenda item 10.1  Share buyback ordinary shares.

# Shares	For	# Shares	Against	# Shares	Abstain
	o		o		o

Agenda item 10.2  Share buyback preferred shares.

# Shares	For	# Shares	Against	# Shares	Abstain
	o		o		o

Each Prosensa Attorney, if authorized pursuant to this power of attorney, may grant a power of attorney to another person employed by Prosensa to perform, directly or indirectly, acts in Grantor's name within the limits of this power of attorney. The other person shall (also) be an Attorney for the purposes of this power of attorney.

The Grantor undertakes to ratify or confirm anything which the Attorney shall do or lawfully purport to do by virtue of this instrument, and shall indemnify the Attorney and keep the Attorney indemnified against and shall reimburse the Attorney for any costs, losses, suits, claims, demands, obligations, liabilities and damages which he may suffer or incur arising out of the exercise of his powers pursuant to this instrument.

Finally, the undersigned hereby represents and warrants having full power and authority to execute this instrument on behalf of the Grantor, and that pursuant to this instrument the Attorney can validly represent the Grantor.

This power of attorney shall be governed by the laws of the Netherlands.

- Signature page follows -

Signed in __________________________ on ____________, 2014.

____________________________

Please fax or email a copy to:

Prosensa Holding N.V.

Attn. M. van Blokland

faxnumber: +31 71 3322088

email:m.vanblokland@prosensa.nl

Please mail the original power of attorney to:

Prosensa Holding N.V.

Attn. M. van Blokland

J.H. Oortweg 21

2333 CH Leiden

The Netherlands

POWER OF ATTORNEY

AGM PROSENSA HOLDING N.V.

JUNE 17, 2014

(FOR NATURAL PERSON)

[insert full name], having its address at [insert address + country] (the "Grantor") herewith grants a power of attorney  to (please check the box that is applicable):

□         ________________________________________ (possibility to include name ofauthorized person)

□         each of Matthijs van Blokland and Margreet de Vos, both retained by Prosensa (as defined below) (each a "Prosensa Attorney"),

(the "Attorney"), to represent the Grantor, as shareholder of Prosensa Holding N.V.,a limited liability company (naamloze vennootschap) organized and existing under the laws of the Netherlands, with its corporate seat in Leiden, The Netherlands, with address J.H. Oortweg 21, 2333 CH Leiden, The Netherlands, registered with the Trade Register of the Chamber of Commerce under file number 28076693 ("Prosensa") at the Annual General Meeting of Shareholders of Prosensa to be held at J.H. Oortweg 21, 2333 CH Leiden, The Netherlands, on June 17, 2014 at 14:00 hrs. (CET) (the “General Meeting”), and (i) to exercise in the name of the Grantor at the General Meeting any and all voting rights attached to the shares in the capital of Prosensa which were held by the Grantor at the record date of the General Meeting (May 20, 2014) and (ii) to vote all shares held at the record date in favor of the proposals as stated in the agenda for the General Meeting unless stated otherwise below:

Agenda item 3  Adoption of the annual accounts over 2013.

# Shares	For	# Shares	Against	# Shares	Abstain
	o		o		o

Agenda item 4  Appropriation of the net results over 2013.

# Shares	For	# Shares	Against	# Shares	Abstain
	o		o		o

Agenda item 5 Discharge of the managing directors for their management during the financial year 2013.

# Shares	For	# Shares	Against	# Shares	Abstain
	o		o		o

Agenda item 6 Discharge of the supervisory directors for their supervision during the financial year 2013.

# Shares	For	# Shares	Against	# Shares	Abstain
	o		o		o

Agenda item 7  Appointment of the auditor for the financial year 2014.

# Shares	For	# Shares	Against	# Shares	Abstain
	o		o		o

Agenda item 8 Appointment of a new supervisory director: Mr. Michael Wyzga.

# Shares	For	# Shares	Against	# Shares	Abstain
	o		o		o

Agenda item 9  Remuneration of the Supervisory Board.

# Shares	For	# Shares	Against	# Shares	Abstain
	o		o		o

Agenda item 10.1  Share buyback ordinary shares.

# Shares	For	# Shares	Against	# Shares	Abstain
	o		o		o

Agenda item 10.2  Share buyback preferred shares.

# Shares	For	# Shares	Against	# Shares	Abstain
	o		o		o

Each Prosensa Attorney, if authorized pursuant to this power of attorney, may grant a power of attorney to another person employed by Prosensa to perform, directly or indirectly, acts in Grantor's name within the limits of this power of attorney. The other person shall (also) be an Attorney for the purposes of this power of attorney.

The Grantor undertakes to ratify or confirm anything which the Attorney shall do or lawfully purport to do by virtue of this instrument, and shall indemnify the Attorney and keep the Attorney indemnified against and shall reimburse the Attorney for any costs, losses, suits, claims, demands, obligations, liabilities and damages which he may suffer or incur arising out of the exercise of his powers pursuant to this instrument.

Finally, the undersigned hereby represents and warrants having full power and authority to execute this instrument on behalf of the Grantor, and that pursuant to this instrument the Attorney can validly represent the Grantor.

This power of attorney shall be governed by the laws of the Netherlands.

- Signature page follows -

Signed in __________________________ on ____________, 2014.

____________________________

Please fax or email a copy to:

Prosensa Holding N.V.

Attn. M. van Blokland

faxnumber: +31 71 3322088

email:m.vanblokland@prosensa.nl

Please mail the original power of attorney to:

Prosensa Holding N.V.

Attn. M. van Blokland

J.H. Oortweg 21

2333 CH Leiden

The Netherlands