Edgar Filing: PROTEON THERAPEUTICS INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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 ^*

TVM Life Science Ventures VI GmbH & Co KG

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

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

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

(Last)

(First)

(Middle)

C/O TVM CAPITAL GROUP, OTTOSTRASSE 4

3. Date of Earliest Transaction (Month/Day/Year)
10/27/2014

(Street)

MUNICH, 2M 80333

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	10/27/2014		P		223,410 ⁽¹⁾	A	$ 10	223,410	D ⁽²⁾
Common Stock	10/27/2014		P		76,590 ⁽¹⁾	A	$ 10	300,000	I	By TVM Life Science Ventures VI, L.P. ⁽³⁾
Common Stock	10/27/2014		C		1,107,154 ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽⁹⁾	A	⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽⁹⁾	1,407,154	D ⁽²⁾
Common Stock	10/27/2014		C		379,462 ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽¹⁰⁾	A	⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽¹⁰⁾	1,786,616	I	By TVM Life Science Ventures VI, L.P. ⁽³⁾
Common Stock	10/27/2014		X⁽¹¹⁾		116,511 ⁽¹¹⁾ ⁽⁵⁾	A	$ 4.6023 ⁽¹¹⁾	1,903,127	D ⁽²⁾
Common Stock	10/27/2014		X⁽¹²⁾		39,932 ⁽¹²⁾ ⁽⁵⁾	A	$ 4.6023 ⁽¹²⁾	1,943,059	I	By TVM Life Science Ventures VI, L.P. ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

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

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Convertible Preferred Stock

⁽⁴⁾

10/27/2014

4,468,482

⁽⁴⁾

Common Stock

335,680 ⁽⁵⁾

$ 0

D ⁽²⁾

Series A Convertible Preferred Stock

⁽⁴⁾

10/27/2014

1,531,518

⁽⁴⁾

Common Stock

115,051 ⁽⁵⁾

$ 0

By TVM Life Science Ventures VI, L.P. ⁽³⁾

Series A-1 Convertible Preferred Stock

⁽⁶⁾

10/27/2014

2,092,735

⁽⁶⁾

Common Stock

160,779 ⁽⁵⁾

$ 0

D ⁽²⁾

Series A-1 Convertible Preferred Stock

⁽⁶⁾

10/27/2014

717,260

⁽⁶⁾

Common Stock

55,105 ⁽⁵⁾

$ 0

By TVM Life Science Ventures VI, L.P. ⁽³⁾

Series B Convertible Preferred Stock

⁽⁷⁾

10/27/2014

2,436,618

⁽⁷⁾

Common Stock

189,063 ⁽⁵⁾

$ 0

D ⁽²⁾

Series B Convertible Preferred Stock

⁽⁷⁾

10/27/2014

835,121

⁽⁷⁾

Common Stock

64,799 ⁽⁴⁾

$ 0

By TVM Life Science Ventures VI, L.P. ⁽³⁾

Series C Convertible Preferred Stock

⁽⁸⁾

10/27/2014

2,331,391

⁽⁸⁾

Common Stock

180,898 ⁽⁵⁾

$ 0

D ⁽²⁾

Series C Convertible Preferred Stock

⁽⁸⁾

10/27/2014

799,043

⁽⁸⁾

Common Stock

61,999 ⁽⁵⁾

$ 0

By TVM Life Science Ventures VI, L.P. ⁽³⁾

Series D Convertible Preferred Stock

⁽⁹⁾

10/27/2014

3,727,823

⁽⁹⁾

Common Stock

234,897 ⁽⁵⁾

$ 0

D ⁽²⁾

Series D Convertible Preferred Stock

⁽¹⁰⁾

10/27/2014

1,277,663

⁽¹⁰⁾

Common Stock

80,508 ⁽⁵⁾

$ 0

By TVM Life Science Ventures VI, L.P. ⁽³⁾

Warrants (Right to Buy)

$ 4.6023

10/27/2014

116,511

⁽¹¹⁾

Common Stock

116,511 ⁽⁵⁾

$ 0

D ⁽²⁾

Warrants (Right to Buy)

$ 4.6023

10/27/2014

39,932

⁽¹²⁾

Common Stock

39,932 ⁽⁵⁾

$ 0

By TVM Life Science Ventures VI, L.P. ⁽³⁾

Option (Right to Purchase)

⁽¹³⁾

10/27/2014

1,316,683

⁽¹³⁾

Series D Convertible Preferred Stock

82,966 ⁽⁵⁾

⁽¹³⁾

D ⁽²⁾

Option (Right to Purchase)

⁽¹⁴⁾

10/27/2014

451,276

⁽¹⁴⁾

Series D Convertible Preferred Stock

28,455 ⁽⁵⁾

⁽¹⁴⁾

By TVM Life Science Ventures VI, L.P. ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
TVM Life Science Ventures VI GmbH & Co KG C/O TVM CAPITAL GROUP OTTOSTRASSE 4 MUNICH, 2M 80333		X
Fischer Stefan C/O TVM CAPITAL GROUP OTTOSTRASSE 4 MUNICH, 2M 80333		X
Goll Alexandra C/O TVM CAPITAL GROUP OTTOSTRASSE 4 MUNICH, 2M 80333		X
SCHUHSLER HELMUT C/O TVM CAPITAL GROUP OTTOSTRASSE 4 MUNICH, 2M 80333		X
TVM Life Science Ventures VI LP C/O TVM CAPITAL GROUP OTTOSTRASSE 4 MUNICH, 2M 80333		X

Signatures

TVM Life Science Ventures VI GMBH & Co. KG /s/ Josef Moosholzer, Treasurer of Techno Ventures Management LLC, general partner of TVM Life Science Ventures Management VI L.P., managing limited partner of TVM Life Science Ventures VI GMBH & Co. KG		10/29/2014
^**Signature of Reporting Person		Date
TVM Life Science Ventures VI L.P /s/ Josef Moosholzer, Treasurer of Techno Ventures Management LLC, general partner of TVM Life Science Ventures Management VI L.P., managing limited partner of TVM Life Science Ventures VI L.P		10/29/2014
^**Signature of Reporting Person		Date
/s/ Rolf Starck by power of attorney for Stefan Fischer		10/29/2014
^**Signature of Reporting Person		Date
/s/ Rolf Starck by power of attorney for Alexandra Goll		10/29/2014
^**Signature of Reporting Person		Date
/s/ Rolf Starck by power of attorney for Helmut Schuhsler		10/29/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	These shares were purchased in connection with the Issuer's initial public offering of Common Stock.
(2)	The shares are directly held by TVM Life Science Ventures VI GMBH & Co. KG ("TVM VI"). Hubert Birner ("Birner"), Alexandra Goll ("Goll"), Helmut Schuhsler ("Schuhsler") and Stefan Fischer ("Fischer") are members of the investment committee of TVM Life Science Ventures Management VI L.P. ("TVM VI Management"), a special limited partner of TVM VI, with voting and dispositive power over the shares held by TVM VI. Fischer, Goll and Schuhsler each disclaim beneficial ownership of the shares held by TVM VI, except to the extent of any pecuniary interest therein, if any.
(3)	The shares are directly held by TVM Life Science Ventures VI L.P. ("TVM VI LP"). Birner, Goll, Schuhsler, Fischer and Polack are members of the investment committee of TVM VI Management, a special limited partner of TVM VI LP, with voting and dispositive power over the shares held by TVM VI LP. TVM VI Management, Fischer, Goll and Schuhsler each disclaim beneficial ownership of the shares held by TVM VI LP, except to the extent of any pecuniary interest therein, if any.
(4)	Upon the closing of the Issuer's initial public offering, each share of Series A Convertible Preferred Stock automatically converted into Common Stock on a 1-for-1.19 basis without payment of further consideration and with no expiration date.
(5)	Reflects a 1-for-15.87 reverse stock split effected on October 6, 2014.
(6)	Upon the closing of the Issuer's initial public offering, each share of Series A-1 Convertible Preferred Stock automatically converted into Common Stock on a 1-for-1.22 basis without payment of further consideration and has no expiration date.
(7)	Upon the closing of the Issuer's initial public offering, each share of Series B Convertible Preferred Stock automatically converted into Common Stock on a 1-for-1.23 basis without payment of further consideration and has no expiration date.
(8)	Upon the closing of the Issuer's initial public offering, each share of Series C Convertible Preferred Stock automatically converted into Common Stock on a 1-for-1.23 basis without payment of further consideration and has no expiration date.
(9)	Upon the closing of the Issuer's initial public offering, each share of Series D Convertible Preferred Stock automatically converted into Common Stock on a one-for-one basis (without payment of further consideration and with no expiration date) plus an additional 5,837 incremental shares as a result of an adjustment as provided for in the Company's certificate of incorporation.
(10)	Upon the closing of the Issuer's initial public offering, each share of Series D Convertible Preferred Stock automatically converted into Common Stock on a one-for-one basis (without payment of further consideration and with no expiration date) plus an additional 2,000 incremental shares as a result of an adjustment as provided for in the Company's certificate of incorporation.
(11)	Upon the closing the Issuer's initial public offering, TVM VI exercised their warrants with cash to purchase common stock.
(12)	Upon the closing the Issuer's initial public offering, TVM VI LP exercised their warrants with cash to purchase common stock.
(13)	TVM VI had a 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 ceased to be exercisable upon the initial filing of the Issuer's registration statement for its initial public offering, and terminated upon the completion of the Issuer's initial public offering of Common Stock. Each share of Series D Preferred Stock issuable upon exercise of the right to purchase would have been convertible into shares of the Issuer's common stock as described in footnote (9) above.
(14)	TVM VI LP had a 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 ceased to be exercisable upon the initial filing of the Issuer's registration statement for its initial public offering, and terminated upon the completion of the Issuer's initial public offering of Common Stock. Each share of Series D Preferred Stock issuable upon exercise of the right to purchase would have been convertible into shares of the Issuer's common stock as described in footnote (10) above.

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