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

14 July 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 14 July 2014 Prosensa Holding N.V. issued a press release convening an extraordinary 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:	/s/ Hans G.C.P. Schikan
	Name:	Hans G.C.P. Schikan
	Title:	Chief Executive Officer

Date: July 14th, 2014

By:	/s/ Berndt Modig
	Name:	Berndt Modig
	Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description of Exhibit
99.1	Press Release dated 14 July 2014
99.2	Invitation convening the extraordinary general meeting of shareholders
99.3	English language translation of notice convening the extraordinary general meeting of shareholders
99.4	Agenda including explanation
99.5	Powers of attorney

EX-99.1

EXHIBIT 99.1

Prosensa Announces Extraordinary Shareholder Meeting to Appoint Dr. Annalisa Jenkins

Leiden, The Netherlands, July 14, 2014 (GLOBE NEWSWIRE) -- Prosensa Holding N.V. (NASDAQ: RNA), the Dutch biopharmaceutical company focusing on rare diseases with a high unmet medical need, today convenes an Extraordinary General Meeting of Shareholders on 20 August 2014 at 14:00 CET, at the offices of Prosensa Holding N.V., J.H. Oortweg 21, 2333 CH Leiden, The Netherlands.

The sole purpose of the meeting is to appoint Dr. Annalisa Jenkins as a new Supervisory Board member.

The notice and agenda of the Extraordinary General Meeting as well as the powers of attorney are available on the "Investors & Media" section of Prosensa's website at www.prosensa.com. The notice of the Extraordinary General Meeting (filed with the SEC on a Form 6-K) 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 (US); +31 (0) 64 85 18 182 (NL)
         Email: c.economides@prosensa.nl

EX-99.2

EXHIBIT 99.2

Invitation

Extraordinary General Meeting of Shareholders

Prosensa Holding N.V

Leiden, 14 July 2014

Dear Shareholder,

On behalf of Prosensa Holding N.V. (“Prosensa”) it is a pleasure to invite you to attend the Extraordinary General Meeting of Shareholders (“EGM”) on Wednesday 20 August 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 EGM is set out in the Agenda together with the explanatory notes to the Agenda and the curriculum vitae of Dr Annalisa Jenkins included therein. You can find the Agenda and other related documents on our website at http://ir.prosensa.com/. They are also available for inspection at the offices of Prosensa.

Registered holders

Shareholders whose ownership is registered directly in Prosensa’s shareholder register (such shareholders, the “Registered Shareholders”) who wish to attend the EGM in person may do so if (i) they hold shares in Prosensa on 23 July 2014 (the "Record Date") and (ii) have given notice in writing to Prosensa prior to 15 August 2014 of their intention to attend the EGM. The notice must contain the name of the shareholder and the number of shares the shareholder will represent at the meeting. Registered Shareholders who wish to be represented by a proxy should submit a signed power of attorney to Prosensa before or on 15 August 2014. The form of power of attorney is available on our website at the address listed above. These shareholders or their representatives will receive a confirmation of registration from Prosensa.

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 on deposit issue a proxy to them which confirms they are authorized to take part in and vote at the EGM. Beneficial Owners who wish to attend the EGM may do so if they (i) hold shares in Prosensa on 23 July 2014, (ii) notify Prosensa of their intention to attend by submitting their name and number of shares beneficially owned notice in writing to Prosensa prior to 15 August 2014, and (iii) bring the proxy received from their financial intermediary to the meeting.

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

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 such Beneficial Owner's behalf.

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

For further information, please contact Celia Economides, 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 20 August 2014 at Prosensa’s offices at J.H. Oortweg 21, Leiden, The Netherlands.

Yours sincerely,

J.G.C.P. Schikan

Chief Executive Officer

EX-99.3

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 extraordinary general meeting which will be held on 20 August, 2014, 14:00 hours CET at the offices of Prosensa Holding N.V., J.H. Oortweg 21, Leiden, The Netherlands. The record date for the meeting is 23 July, 2014. The agenda and other related documents and information regarding the procedure for attending the meeting are available for inspection at the address mentioned above and at www.prosensa.com."

EX-99.4

EXHIBIT 99.4

AGENDA AND EXPLANATORY NOTES FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF PROSENSA HOLDING N.V. ("PROSENSA")

TO BE HELD ON WEDNESDAY 20 AUGUST 2014, AT 14:00 HRS. CET, AT THE OFFICES OF PROSENSA AT J.H. OORTWEG 21, 2333 CH LEIDEN, THE NEHTERLANDS

1. Opening

2. Appointment of Dr. Annalisa Jenkins as Supervisory Director (voting item)

The Supervisory Board has resolved, on the recommendation of the nomination and governance committee, to nominate Dr. Annalisa Jenkins for appointment in the position of Supervisory Director for a term ending at the end of the 2018 AGM.

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, Dr. Jenkins shall be appointed.

Curriculum Vitae

Current positions:

Dr. Jenkins currently is managing director of annalisajenkins LLC., which provides consulting services to the global pharmaceutical and biotechnology industry.

In addition, Dr. Jenkins holders a number of additional offices, including:

· Chairman of the board of directors of TransCelerate BioPharma

· Member of the board of directors of Biothera, the Immune Health Company

· Member of the Scientific Leadership Advisory Council of The Pharmaceutical Research and Manufacturers of America (PhRMA)

· Member of the advisory board of the Healthcare Businesswomen's Association European Chapter

· Member of the New York Womens Forum

Previous positions:

In her most recent role as Head of Global Research and Development and Executive Vice President at Merck Serono, which she held until March, 2014, Dr. Annalisa Jenkins was responsible for building global development, research and medical capabilities, spanning research, development, global regulatory and clinical development in addition to  medical affairs and patient access.  She joined Merck Serono in 2011 as Executive Vice President, Global Development and Medical. Prior to joining Merck Serono, Dr. Jenkins held various regional and global roles with Bristol-Myers Squibb since 1997, most recently as Senior Vice President, Global Medical Affairs.

In 2014, Dr. Annalisa Jenkins was elected Woman of the Year by the Healthcare Businesswomen’s Association.

Dr. Annalisa Jenkins was born in the United Kingdom on 21st June 1965.

Dr. Annalisa Jenkins holds no shares in the share capital of Prosensa.

Remuneration

The remuneration of Dr. Jenkins will be in accordance with the remuneration for Supervisory Directors as established by the 2014 annual general meeting.

3. Any other Business

4. Closing

EX-99.5

EXHIBIT 99.5

POWER OF ATTORNEY

EGM 20 AUGUST 2014

[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):

o ________________________________________ (possibility to include name of authorized person)

o 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 Extraordinary General Meeting of Shareholders of Prosensa to be held at J.H. Oortweg 21, 2333 CH Leiden, The Netherlands, on 20 August 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 on the record date of the General Meeting (23 July2014), and (ii) to vote in favor of the proposal as stated in the agenda for the General Meeting unless stated otherwise below:

i.           Appointment and remuneration of Dr Annalisa Jenkins as supervisory director. The appointment will be for a term ending as per the end of the 2018 Annual General Meeting of Shareholders.

o Yes o No o Abstain

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 represent(s) and warrant(s) to have 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 instrument 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

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

EGM 20 AUGUST 2014

[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):

o ________________________________________ (possibility to include name of authorized person)

o 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 Extraordinary General Meeting of Shareholders of Prosensa to be held at J.H. Oortweg 21, 2333 CH Leiden, The Netherlands, on 20 August 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 on the record date of the General Meeting (23 July2014), and (ii) to vote in favor of the proposal as stated in the agenda for the General Meeting unless stated otherwise below:

i.           Appointment and remuneration of Dr Annalisa Jenkins as supervisory director. The appointment will be for a term ending as per the end of the 2018 Annual General Meeting of Shareholders.

o Yes o No o Abstain

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 to have 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 instrument 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

Original power of attorney to:

Prosensa Holding N.V.

Attn. M. van Blokland

J.H. Oortweg 21

2333 CH Leiden

The Netherlands