Page 12 of 20 – SEC Filing
Page 11 of 21
This Amendment No.
1 (this “Amendment”) to Schedule 13D is filed by (i) Deerfield Mgmt, L.P. (“Deerfield Mgmt”),
(ii) Deerfield Management Company, L.P. (“Deerfield Management”), (iii) Deerfield Mgmt III, L.P. (“Deerfield
Mgmt III”), (iv) Deerfield Special Situations Fund, L.P. (“Deerfield Special Situations Fund”), (v)
Deerfield Partners, L.P. (“Deerfield Partners”), (vi) Deerfield International Master Fund, L.P. (“Deerfield
International Master Fund”), (vii) Deerfield Private Design Fund III, L.P. (“Deerfield Private Design Fund III”),
(viii) Deerfield Private Design Fund IV, L.P. (“Deerfield Private Design Fund IV”), (ix) Deerfield Mgmt, L.P.
(“Deerfield Mgmt IV”) and (x) James E. Flynn (“Flynn” and, collectively with Deerfield Mgmt,
Deerfield Management, Deerfield Mgmt III, Deerfield Special Situations Fund, Deerfield Partners, Deerfield International Master
Fund, Deerfield Private Design Fund III, Deerfield Private Design Fund IV and Deerfield Mgmt IV, the “Reporting Persons”),
with respect to the securities of Proteon Therapeutics, Inc. (as amended, the “Schedule 13D”). Deerfield Special
Situations Fund, Deerfield Partners, Deerfield International Master Fund, Deerfield Private Design Fund III and Deerfield Private
Design Fund IV are collectively referred to herein as the “Funds”. The primary purpose of this Amendment is
to report (a) the consummation of the transactions contemplated by the Purchase Agreement (as defined in the Schedule 13D) and
(b) the addition of Deerfield Private Design Fund IV and Deerfield Mgmt IV as reporting persons due to Deerfield Private Design
Fund IV’s acquisition of 16,000 shares of the Issuer’s Series A Convertible Preferred Stock.
Capitalized terms used herein but not
otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D.
| Item 2. | Identity and Background. |
Items 2(a) and (b) of the Schedule 13D
are hereby amended and restated as follows:
| a) | This Statement is filed as a joint statement pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”) by the Reporting Persons. |
| b) | The address of the principal business and/or principal office of each of the Reporting Persons is 780 Third Avenue, 37th Floor, New York, New York 10017. |
Item 2(c) of the Schedule 13D is hereby
amended by adding the following:
| c) | Flynn is the sole member of the general partner of Deerfield Mgmt IV. Deerfield Mgmt IV is the general partner of Deerfield Private Design Fund IV, and Deerfield Management is the investment manager of Deerfield Private Design Fund IV. Deerfield Private Design Fund IV purchases, holds and sells securities and other investment products. Schedule A hereto sets forth information regarding persons referred in Instruction C to Schedule 13D. |
Item 2(f) of the Schedule 13D is hereby
amended and restated as follows:
| f) | Each of Deerfield Mgmt, Deerfield Mgmt III, Deerfield Mgmt IV, Deerfield Partners, Deerfield Special Situations Fund, Deerfield Private Design Fund III, Deerfield Private Design Fund IV and Deerfield Management is organized under the laws of the State of Delaware. Deerfield International Master Fund is organized under the laws of the British Virgin Islands. Flynn is a citizen of the United States of America. |
