SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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).

1. Name and Address of Reporting Person^*

AUSTIN JOSIAH T

(Last)

(First)

(Middle)

4673 CHRISTOPHER PLACE.

(Street)

DALLAS

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. Date of Earliest Transaction (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 Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/01/2013		P		100,000⁽¹⁾	A	$0.5	4,148,447	D⁽²⁾
Common Stock	11/01/2013		P		100,000⁽¹⁾	A	$0.5	4,148,447	I	As Managing Member of El Coronado Holdings, LLC
Common Stock	11/01/2013		P		1,026,111⁽³⁾	A	$0.5	5,174,558	D⁽²⁾
Common Stock	11/01/2013		P		1,026,111⁽³⁾	A	$0.5	5,174,558	I	As Managing Member of El Coronado Holdings, LLC
Common Stock	11/01/2013		P		638,750⁽³⁾	A	$0.5	5,813,308	D⁽²⁾
Common Stock	11/01/2013		P		638,750⁽³⁾	A	$0.5	5,813,308	I	As Managing Member of El Coronado Holdings, LLC
Common Stock	11/01/2013		P		606,833⁽³⁾	A	$0.5	6,420,141	D⁽²⁾
Common Stock	11/01/2013		P		606,833⁽³⁾	A	$0.5	6,420,141	I	As Managing Member of El Coronado Holdings, LLC
Common Stock	12/30/2013		P		254,584⁽⁴⁾	A	$0.5	6,674,725	D⁽²⁾
Common Stock	12/30/2013		P		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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Note	$0.5	10/25/2013		P		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		P		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		C			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		C			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		P		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		P		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		P		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		P		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		P		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		P		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		P		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		P		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		P		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		P		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		P		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		P		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		P		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		P		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		P		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		P		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		P		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		P		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		P		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		P		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		C			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		C			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		A		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

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

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 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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