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

SCHEDULE 13D

(1) Comprised of shares of common stock issuable upon conversion
of shares of the Issuer’s Series A Convertible Preferred Stock (“Series A Convertible Preferred Stock”).

(2) The provisions of the Series A Convertible Preferred Stock
beneficially owned by the reporting person restrict the conversion of such securities to the extent that, upon such conversion,
the number of shares of the Issuer’s common stock then beneficially owned by the holder and its affiliates and any other
person or entities with which such holder would constitute a Section 13(d) “group” would exceed 9.985% of the total
number of shares of the Issuer’s common stock then outstanding (the “Ownership Cap”). Accordingly, notwithstanding
the number of shares reported, the reporting person disclaims beneficial ownership of the shares of common stock issuable upon
conversion of such preferred stock to the extent that upon such conversion the number of shares beneficially owned by all reporting
persons hereunder, in the aggregate, would exceed the Ownership Cap.