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Filing Details

Accession Number:: 0001144204-13-017341
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-03-25 18:04:08
Reporting Period:: 2013-03-21

Filing Date:: 2013-03-25
Accepted Time:: 2013-03-25 18:04:08
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1335103	Protea Biosciences Group Inc.	NONE	Pharmaceutical Preparations (2834)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
932267	T Josiah Austin	4673 Christopher Place Dallas TX 75204		Yes	No	Yes	No
1319763	El Coronado Holdings, Llc	4673 Christopher Place Dallas TX 75204		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2013-03-21	1,370,000	$0.50	3,506,044	No	4	P	Indirect	As Managing Member of El Coronado Holdings, LLC
Common Stock	Acquisiton	2013-03-21	1,370,000	$0.50	3,506,044	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	As Managing Member of El Coronado Holdings, LLC
No	4	P	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Warrant	Acquisiton	2013-03-21	1,027,500	$0.00	1,027,500	$1.10
Common Stock	Warrant	Acquisiton	2013-03-21	1,027,500	$0.00	1,027,500	$1.10

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
3,065,000	2013-03-21	2018-03-21	No	4	P	Indirect
3,065,000	2013-03-21	2018-03-21	No	4	P	Direct

Footnotes

On March 21, 2013 (the "Issue Date"), Protea Biosciences Group, Inc. (the "Company") issued 1,370,000 shares (the "Shares") of common stock, par value $0.0001 per share (the "Common Stock") and warrants (the "Warrants") to purchase 1,027,500 shares of Common Stock to El Coronado Holdings, LLC (the "Holder"), at a purchase price of $0.50 per share , , for an aggregate amount of $685,000. Josiah Austin is a director of the Company and the managing member of the Holder with voting and investment control over the securities of the Company owned of record by the Holder and therefore deemed to beneficially own the securities of the Company owned of record by the Holder.
Represents the shares of common stock or warrants to purchase shares of common stock of the Company owned of record by El Coronado Holdings, LLC.
The Warrants are exercisable at an exercise price of $1.10 per share anytime after the Issue Date until the earlier of (i) a Qualified Public Offering (as defined in the Warrant) or (ii) 5:00 p.m. EST on the fifth anniversary of the Issue Date. As set forth in the Warrant, the term "Qualified Public Offering" means the closing of a firm commitment underwritten offering pursuant to an effective registration statement under the Securities Act of 1933, as amended covering the offer and sale of Common Stock for the account of the Company in which the net cash proceeds to the Company (after deduction of underwriting discounts and commissions) are at least $10,000,000. Josiah Austin is the managing member of the Holder with voting and investment control over the securities of the Company owned of record by the Holder and therefore deemed to beneficially own the securities of the Company owned of record by the Holder.
Represents outstanding warrants to purchase an aggregate of 2,627,500 shares of Common Stock and 437,500 shares of Common Stock underlying an outstanding convertible promissory note in an aggregrate principal amount equal to $125,000.