13D Filing: James E. Flynn and Proteon Therapeutics Inc (PRTO)

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Page 10 of 20 – SEC Filing

SCHEDULE 13D

Cusip No.
74371L109
Page
9 of 21 Pages
1

NAME OF REPORTING PERSONS

Deerfield Management Company, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

 NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

17,306,917 (7)(8)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

17,306,917 (7)(8)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

17,306,917 (7)(8)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.985% (8)

14

TYPE OF REPORTING PERSON

PN

(7) Comprised of (i) an aggregate of 1,224,899 shares of common
stock held by Deerfield Private Design Fund III, L.P., Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield
International Master Fund, L.P., and (ii) 16,082,018 shares of common stock issuable upon conversion of shares of the Issuer’s
Series A Convertible Preferred Stock held by Deerfield Private Design Fund IV, L.P. Deerfield Management Company, L.P. is the investment
manager of Deerfield Private Design Fund III, L.P., Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P., Deerfield
International Master Fund, L.P. and Deerfield Private Design Fund IV, L.P.

(8) See footnote 2.

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