SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Form 3 Holdings Reported.
X
 Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
AUSTIN JOSIAH T
(Last) (First) (Middle)
4673 CHRISTOPHER PLACE
(Street)
DALLAS TX 75204
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Protea Biosciences Group, Inc. [ NONE ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
09/20/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock 11/01/2013 P4 100,000(1) A $0.5 4,148,447 D(2)
Common Stock 11/01/2013 P4 100,000(1) A $0.5 4,148,447 I As Managing Member of El Coronado Holdings, LLC
Common Stock 11/01/2013 P4 1,026,111(3) A $0.5 5,174,558 D(2)
Common Stock 11/01/2013 P4 1,026,111(3) A $0.5 5,174,558 I As Managing Member of El Coronado Holdings, LLC
Common Stock 11/01/2013 P4 638,750(3) A $0.5 5,813,308 D(2)
Common Stock 11/01/2013 P4 638,750(3) A $0.5 5,813,308 I As Managing Member of El Coronado Holdings, LLC
Common Stock 11/01/2013 P4 606,833(3) A $0.5 6,420,141 D(2)
Common Stock 11/01/2013 P4 606,833(3) A $0.5 6,420,141 I As Managing Member of El Coronado Holdings, LLC
Common Stock 12/30/2013 P4 254,584(4) A $0.5 6,674,725 D(2)
Common Stock 12/30/2013 P4 254,584(4) A $0.5 6,674,725 I As Managing Member of El Coronado Holdings, LLC
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Note $0.5 10/25/2013 4P 250,000(4) 10/25/2013 02/25/2014 Common Stock (4) $125,000 6,350,552 D(2)
Convertible Note $0.5 10/25/2013 4P 250,000(4) 10/25/2013 02/25/2014 Common Stock (4) $125,000 6,350,552 I As Managing Member of El Coronado Holdings, LLC
Convertible Notes $0.5 11/01/2013 4C 2,271,694 11/01/2013 11/01/2013 Common Stock 2,271,694 $1,135,847.23(3) 4,120,552 D(2)
Convertible Notes $0.5 11/01/2013 4C 2,271,694 11/01/2013 11/01/2013 Common Stock 2,271,694 $1,135,847.23(3) 4,120,552 I As Managing Member of El Coronado Holdings, LLC
Warrant $0.5 11/01/2013 4P 100,000(1) 11/01/2013 11/01/2014 Common Stock 100,000 $50,000 4,220,552 D(2)
Warrant $0.5 11/01/2013 4P 100,000(1) 11/01/2013 11/01/2014 Common Stock 100,000 $50,000 4,220,552 I As Managing Member of El Coronado Holdings, LLC
Warrant $0.75 11/01/2013 4P 50,000(1) 11/01/2013 11/01/2018 Common Stock 50,000 $37,500 4,270,552 D(2)
Warrant $0.75 11/01/2013 4P 50,000(1) 11/01/2013 11/01/2018 Common Stock 50,000 $37,500 4,270,552 I As Managing Member of El Coronado Holdings, LLC
Warrant $0.5 11/01/2013 4P 1,026,111(3) 11/01/2013 11/01/2014 Common Stock 1,026,111 $513,056 5,296,663 D(2)
Warrant $0.5 11/01/2013 4P 1,026,111(3) 11/01/2013 11/01/2014 Common Stock 1,026,111 $513,056 5,296,663 I As Managing Member of El Coronado Holdings, LLC
Warrant $0.75 11/01/2013 4P 513,056(3) 11/01/2013 11/01/2018 Common Stock 513,056 $384,792 5,809,719 D(2)
Warrant $0.75 11/01/2013 4P 513,056(3) 11/01/2013 11/01/2018 Common Stock 513,056 $384,792 5,809,719 I As Managing Member of El Coronado Holdings, LLC
Warrant $0.5 11/01/2013 4P 638,750(3) 11/01/2013 11/01/2014 Common Stock 638,750 $319,375 6,448,469 D(2)
Warrant $0.5 11/01/2013 4P 638,750(3) 11/01/2013 11/01/2014 Common Stock 638,750 $319,375 6,448,469 I As Managing Member of El Coronado Holdings, LLC
Warrant $0.75 11/01/2013 4P 319,375(3) 11/01/2013 11/01/2018 Common Stock 319,375 $239,531 6,767,844 D(2)
Warrant $0.75 11/01/2013 4P 319,375(3) 11/01/2013 11/01/2018 Common Stock 319,375 $239,531 6,767,844 I As Managing Member of El Coronado Holdings, LLC
Warrant $0.5 11/01/2013 4P 606,833(3) 11/01/2013 11/01/2014 Common Stock 606,833 $303,417 7,374,677 D(2)
Warrant $0.5 11/01/2013 4P 606,833(3) 11/01/2013 11/01/2014 Common Stock 606,833 $303,417 7,374,677 I As Managing Member of El Coronado Holdings, LLC
Warrant $0.75 11/01/2013 4P 303,417(3) 11/01/2013 11/01/2018 Common Stock 303,417 $227,563 7,678,094 D(2)
Warrant $0.75 11/01/2013 4P 303,417(3) 11/01/2013 11/01/2018 Common Stock 303,417 $227,563 7,678,094 I As Managing Member of El Coronado Holdings, LLC
Warrant $0.5 12/30/2013 4P 254,584(4) 12/30/2013 12/30/2014 Common Stock 254,584 $127,292 7,932,678 D(2)
Warrant $0.5 12/30/2013 4P 254,584(4) 12/30/2013 12/30/2014 Common Stock 254,584 $127,292 7,932,678 I As Managing Member of El Coronado Holdings, LLC
Warrant $0.75 12/30/2013 4P 127,292(4) 12/30/2013 12/30/2018 Common Stock 127,292 $95,469 8,059,970 D(2)
Warrant $0.75 12/30/2013 4P 127,292(4) 12/30/2013 12/30/2018 Common Stock 127,292 $95,469 8,059,970 I As Managing Member of El Coronado Holdings, LLC
Convertible Note $0.5 12/30/2013 4C 254,584(4) 12/30/2013 12/30/2013 Common Stock 254,584 $127,292 7,809,970 D(2)
Convertible Note $0.5 12/30/2013 4C 254,584(4) 12/30/2013 12/30/2013 Common Stock 254,584 $127,292 7,809,970 I As Managing Member of El Coronado Holdings, LLC
Stock Option $0.55 01/28/2013 4A 57,958(5) 01/28/2013 01/28/2023 Common Stock 57,958 $31,877 7,867,928 D
1. Name and Address of Reporting Person*
AUSTIN JOSIAH T
(Last) (First) (Middle)
4673 CHRISTOPHER PLACE
(Street)
DALLAS TX 75204
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
El Coronado Holdings, LLC
(Last) (First) (Middle)
4673 CHRISTOPHER PLACE
(Street)
DALLAS TX 75204
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. On November 1, 2013, the Company issued to El Coronoado Holdings, LLC, of which Josiah T. Austin is the managing member (collectively, the "Reporting Person") 1/2 of a unit (each a "Winter 2013 Unit") consisting of (i) 100,000 shares of common stock, par value $.0001 per share, (ii) and two warrants, including (a) a 1 year warrant to purchase 100,000 shares of common stock at an exercise price of $0.50 per share (the "A Warrants") and (b) a 5 year warrant to purchase 50,000 shares of common stock at an exercise price of $0.75 per share (the "B Warrants" and together with the A Warrants the "Investor Warrants") in connection with the sale of approximately 55 Winter 2013 Units in an offering (the "Winter 2013 Offering") of a minimum of $2,000,000 and up to a maximum of $6,000,000 of securities of the Company.
2. Represents the securities of the Company owned of record by El Coronado Holdings, LLC. Josiah Austin is the managing member of the El Coronado Holdings, LLC with voting and investment control over the securities of the Company owned of record by El Coronado Holdings, LLC and therefore deeemed to beneficially own the securities of the Company owned of record by El Coronado Holdings, LLC.
3. In addition, on November 1, 2013, the Company issued an aggregate of approximately 11.36 in additional Units to the Reporting Person, in connection with the conversion of $1,135,847.23 in outstanding principal and accrued unpaid interest in outstanding bridge notes.
4. On October 25, 2013, the Company issued a promissory note for $125,000 to El Coronado and, entered into a Note and Warrant Purchase Agreement by and between the Company and El Coronado. On December 30, 2013 the note converted into andditional approximate 1.27 Winter 2013 Units in connection with the conversion of $127,292 in outstanding principal and accrued unpaid interset in the note.
5. Represents shares vested as of February 10, 2014.
/s/ Josiah T. Austin 02/13/2014
/s/ Josiah T. Austin, Managing Member of El Coronado Holdings, LLC 02/13/2014
** Signature of Reporting Person Date
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