Edgar Filing: PROTEON THERAPEUTICS INC

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Skyline Venture Partners Qualified Purchaser Fund IV L P

2. Date of Event Requiring Statement (Month/Day/Year)
10/21/2014

3. Issuer Name and Ticker or Trading Symbol
PROTEON THERAPEUTICS INC [PRTO]

(Last)

(First)

(Middle)

525 UNIVERSITY AVENUE, SUITE 610

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

PALO ALTO,Â CAÂ 94301

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	5,000,000 ⁽¹⁾	$ ⁽¹⁾	D ⁽²⁾	Â
Series A-1 Convertible Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	2,341,664 ⁽³⁾	$ ⁽³⁾	D ⁽²⁾	Â
Series B Convertible Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	2,173,913 ⁽⁴⁾	$ ⁽⁴⁾	D ⁽²⁾	Â
Series C Convertible Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	2,436,437 ⁽⁵⁾	$ ⁽⁵⁾	D ⁽²⁾	Â
Series D Convertible Preferred Stock	Â ⁽⁶⁾	Â ⁽⁶⁾	Common Stock	3,932,747 ⁽⁶⁾	$ ⁽⁶⁾	D ⁽²⁾	Â
Option (Right to Purchase)	Â ⁽⁷⁾	Â ⁽⁷⁾	Series D Convertible Preferred Stock	1,389,064 ⁽⁶⁾	$ ⁽⁷⁾	D ⁽²⁾	Â
Warrants (Right to Buy)	Â ⁽⁸⁾	Â ⁽⁸⁾	Common Stock	121,760 ⁽⁹⁾	$ 4.6023 ⁽⁹⁾	D ⁽²⁾	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Skyline Venture Partners Qualified Purchaser Fund IV L P 525 UNIVERSITY AVENUE, SUITE 610 PALO ALTO,Â CAÂ 94301	Â	Â X	Â	Â
Skyline Venture Management IV, LLC 525 UNIVERSITY AVENUE, SUITE 610 PALO ALTO,Â CAÂ 94301	Â	Â X	Â	Â
Freund John Gordon 525 UNIVERSITY AVENUE, SUITE 610 PALO ALTO,Â CAÂ 94301	Â	Â X	Â	Â
KANEKO YASUNORI 525 UNIVERSITY AVENUE, SUITE 610 PALO ALTO,Â CAÂ 94301	Â	Â X	Â	Â

Signatures

/s/ Karensa Kenny as attorney-in-fact Skyline Venture Partners Qualified Purchaser Fund IV L.P.		10/21/2014
^**Signature of Reporting Person		Date
/s/ Karensa Kenny as attorney-in-fact Skyline Venture Management IV, LLC		10/21/2014
^**Signature of Reporting Person		Date
/s/ Karensa Kenny as attorney-in-fact John Gordon Freund		10/21/2014
^**Signature of Reporting Person		Date
/s/ Karensa Kenny as attorney-in-fact Yasunori Kaneko		10/21/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The Series A Convertible Preferred Stock is convertible into the Issuer's Common Stock on an 1-for-1.19 basis without payment of further consideration and has no expiration date. Each share will automatically convert into the Issuer's Common Stock concurrently with the completion of the Issuer's initial public offering of Common Stock. The shares do not reflect a 1-for-15.87 reverse stock split effected on October 6, 2014.
(2)	The shares are held by Skyline Venture Partners Qualified Purchaser Fund IV L.P. ("Skyline"). John G. Freund, M.D. and Yasunori Kaneko, M.D. are Managing Directors of Skyline Venture Management IV, LLC, the sole general partner of Skyline, and may be deemed to share voting and dispositive power over the shares held by Skyline. Each of Drs. Freund and Kaneko disclaim beneficial ownership of such shares, except to the extent of their pecuniary interest therein.
(3)	The Series A-1 Convertible Preferred Stock is convertible into the Issuer's Common Stock on a 1-for-1.22 basis without payment of further consideration and has no expiration date. Each share will automatically convert into the Issuer's Common Stock concurrently with the completion of the Issuer's initial public offering of Common Stock. The shares do not reflect a 1-for-15.87 reverse stock split effected on October 6, 2014.
(4)	The Series B Convertible Preferred Stock is convertible into the Issuer's Common Stock on a 1-for-1.23 basis without payment of further consideration and has no expiration date. Each share will automatically convert into the Issuer's Common Stock concurrently with the completion of the Issuer's initial public offering of Common Stock. The shares do not reflect a 1-for-15.87 reverse stock split effected on October 6, 2014.
(5)	The Series C Convertible Preferred Stock is convertible into the Issuer's Common Stock on a 1-for-1.23 basis without payment of further consideration and has no expiration date. Each share will automatically convert into the Issuer's Common Stock concurrently with the completion of the Issuer's initial public offering of Common Stock. The shares do not reflect a 1-for-15.87 reverse stock split effected on October 6, 2014.
(6)	The Series D Convertible Preferred Stock is convertible into the Issuer's Common Stock on a one-for-one basis without payment of further consideration and has no expiration date. Each share will automatically convert into the Issuer's Common Stock concurrently with the completion of the Issuer's initial public offering of Common Stock. The shares do not reflect a 1-for-15.87 reverse stock split effected on October 6, 2014.
(7)	Skyline has the 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 is not currently exercisable and shall terminate upon the completion of the Issuer's initial public offering of Common Stock.
(8)	In connection with the Issuer's initial public offering of Common Stock, Skyline has irrevocably elected to exercise the warrants effective and contingent upon and immediately prior to the closing of the Issuer's initial public offering. The warrants otherwise expire on an initial public offering, stock sale or deemed liquidation event.
(9)	Reflects a 1-for-15.87 reverse stock split effected on October 6, 2014.
Â Remarks: ExhibitÂ 24.1Â PowerÂ ofÂ Attorney

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