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Filing Details

Accession Number:: 0001193805-14-002017
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-10-27 19:12:49
Reporting Period:: 2014-10-27

Filing Date:: 2014-10-27
Accepted Time:: 2014-10-27 19:12:49
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1359931	Proteon Therapeutics Inc	PRTO	Biological Products, (No Disgnostic Substances) (2836)	000000000

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1009258	Deerfield Management Co	780 Third Avenue, 37Th Floor New York NY 10017	No	No	Yes	Yes
1010823	L.p. Mgmt Deerfield	780 Third Avenue, 37Th Floor New York NY 10017	No	No	Yes	Yes
1352546	E James Flynn	780 Third Avenue, 37Th Floor New York NY 10017	No	No	Yes	Yes
1354395	Deerfield Special Situations Fund, L.p.	780 3Rd Avenue 37Th Floor New York NY 10017	No	No	Yes	Yes
1565099	Deerfield Special Situations International Master Fund, L.p.	780 Third Avenue, 37Th Floor New York NY 10017	No	No	Yes	Yes
1603333	Deerfield Private Design Fund Iii, L.p.	780 Third Avenue, 37Th Floor New York NY 10017	No	No	Yes	Yes
1610540	Deerfield Mgmt Iii, L.p.	780 Third Avenue, 37Th Floor New York NY 10017	No	No	Yes	Yes

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	2014-10-27	406,896	$0.00	406,896	No	4	C	Indirect	Through Deerfield Private Design Fund III, L.P.
Common Stock	Acquisiton	2014-10-27	87,013	$0.00	87,013	No	4	C	Indirect	Through Deerfield Special Situations Fund, L.P.
Common Stock	Acquisiton	2014-10-27	69,485	$0.00	69,485	No	4	C	Indirect	Through Deerfield Special Situations International Master Fund, L.P.
Common Stock	Acquisiton	2014-10-27	469,495	$10.00	876,391	No	4	P	Indirect	Through Deerfield Private Design Fund III, L.P.
Common Stock	Acquisiton	2014-10-27	98,556	$10.00	185,569	No	4	P	Indirect	Through Deerfield Special Situations Fund, L.P.
Common Stock	Acquisiton	2014-10-27	81,949	$10.00	151,434	No	4	P	Indirect	Through Deerfield Special Situations International Master Fund, L.P.
Common Stock	Acquisiton	2014-10-27	6,976	$10.00	192,545	No	4	P	Indirect	Through Deerfield Special Situations Fund, L.P.
Common Stock	Acquisiton	2014-10-27	5,801	$10.00	157,235	No	4	P	Indirect	Through Deerfield Special Situations International Master Fund, L.P.
Common Stock	Acquisiton	2014-10-27	15,417	$10.00	207,962	No	4	P	Indirect	Through Deerfield Special Situations Fund, L.P.
Common Stock	Acquisiton	2014-10-27	12,819	$10.00	170,054	No	4	P	Indirect	Through Deerfield Special Situations International Master Fund, L.P.
Common Stock	Acquisiton	2014-10-27	328	$10.00	208,290	No	4	P	Indirect	Through Deerfield Special Situations Fund, L.P.
Common Stock	Acquisiton	2014-10-27	272	$10.00	170,326	No	4	P	Indirect	Through Deerfield Special Situations International Master Fund, L.P.
Common Stock	Acquisiton	2014-10-27	55	$10.00	208,345	No	4	P	Indirect	Through Deerfield Special Situations Fund, L.P.
Common Stock	Acquisiton	2014-10-27	45	$10.00	170,371	No	4	P	Indirect	Through Deerfield Special Situations International Master Fund, L.P.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	Through Deerfield Private Design Fund III, L.P.
No	4	C	Indirect	Through Deerfield Special Situations Fund, L.P.
No	4	C	Indirect	Through Deerfield Special Situations International Master Fund, L.P.
No	4	P	Indirect	Through Deerfield Private Design Fund III, L.P.
No	4	P	Indirect	Through Deerfield Special Situations Fund, L.P.
No	4	P	Indirect	Through Deerfield Special Situations International Master Fund, L.P.
No	4	P	Indirect	Through Deerfield Special Situations Fund, L.P.
No	4	P	Indirect	Through Deerfield Special Situations International Master Fund, L.P.
No	4	P	Indirect	Through Deerfield Special Situations Fund, L.P.
No	4	P	Indirect	Through Deerfield Special Situations International Master Fund, L.P.
No	4	P	Indirect	Through Deerfield Special Situations Fund, L.P.
No	4	P	Indirect	Through Deerfield Special Situations International Master Fund, L.P.
No	4	P	Indirect	Through Deerfield Special Situations Fund, L.P.
No	4	P	Indirect	Through Deerfield Special Situations International Master Fund, L.P.

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series D Preferred Stock	Disposition	2014-10-27	6,134,501	$0.00	406,896	$0.00
Common Stock	Series D Preferred Stock	Disposition	2014-10-27	1,311,840	$0.00	87,013	$0.00
Common Stock	Series D Preferred Stock	Disposition	2014-10-27	1,047,584	$0.00	69,485	$0.00
Common Stock	Series D Purchase Right	Disposition	2014-10-27	4,907,601	$0.00	309,238	$0.00
Common Stock	Series D Purchase Right	Disposition	2014-10-27	1,049,472	$0.00	66,129	$0.00
Common Stock	Series D Purchase Right	Disposition	2014-10-27	838,067	$0.00	52,808	$0.00

Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	J	Indirect
No	4	J	Indirect
No	4	J	Indirect

Footnotes

Each share of Series D Preferred Stock was convertible into 0.063 shares of the Issuer's common stock (on an adjusted basis, after giving effect to the 1-for-15.87 reverse stock split effected by the Issuer on October 6, 2014), plus an additional number of shares in respect of an anti-dilution adjustment based upon the offering price and participation in the initial public offering. Shares of Series D Preferred Stock had no expiration date and automatically converted into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering of common stock.
The Series D Purchase Right entitled the holder to purchase shares of Series D Convertible Preferred Stock under the Series D Preferred Stock purchase agreement at a price of $0.588656 per share of Series D Preferred Stock, 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 Series D Purchase Right would have been convertible into shares of the Issuer's common stock as described in footnote (1) above.
This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons").
Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt, L.P. is the general partner of Deerfield Special Situations Fund, L.P. and Deerfield Special Situations International Master Fund, L.P. (collectively with Fund III, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt III, L.P., Deerfield Mgmt, L.P. and Deerfield Management Company, L.P.
In accordance with Instruction 5 (b)(iv) to Form 3, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.