Edgar Filing: PROTEON THERAPEUTICS INC

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Birner Hubert

2. Date of Event Requiring Statement (Month/Day/Year)
10/21/2014

3. Issuer Name and Ticker or Trading Symbol
PROTEON THERAPEUTICS INC [PRTO]

(Last)

(First)

(Middle)

C/O TVM CAPITAL GROUP,Â OTTOSTRABE 4

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

MUNICH,Â 2MÂ 80333

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	4,468,482 ⁽¹⁾	$ ⁽¹⁾	I	By TVM Life Science Ventures VI GmbH & Co. KG ⁽²⁾
Series A Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	1,531,518 ⁽¹⁾	$ ⁽¹⁾	I	By TVM Life Science Ventures VI, L.P. ⁽³⁾
Series A-1 Convertible Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	2,092,735 ⁽⁴⁾	$ ⁽⁴⁾	I	By TVM Life Science Ventures VI GmbH & Co. KG ⁽²⁾
Series A-1 Convertible Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	717,260 ⁽⁴⁾	$ ⁽⁴⁾	I	By TVM Life Science Ventures VI, L.P. ⁽³⁾
Series B Convertible Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	2,436,618 ⁽⁵⁾	$ ⁽⁵⁾	I	By TVM Life Science Ventures VI GmbH & Co. KG ⁽²⁾
Series B Convertible Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	835,121 ⁽⁵⁾	$ ⁽⁵⁾	I	By TVM Life Science Ventures VI, L.P. ⁽³⁾
Series C Convertible Preferred Stock	Â ⁽⁶⁾	Â ⁽⁶⁾	Common Stock	2,331,391 ⁽⁶⁾	$ ⁽⁶⁾	I	By TVM Life Science Ventures VI GmbH & Co. KG ⁽²⁾
Series C Convertible Preferred Stock	Â ⁽⁶⁾	Â ⁽⁶⁾	Common Stock	799,043 ⁽⁶⁾	$ ⁽⁶⁾	I	By TVM Life Science Ventures VI, L.P. ⁽³⁾
Series D Convertible Preferred Stock	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	3,727,823 ⁽⁷⁾	$ ⁽⁷⁾	I	By TVM Life Science Ventures VI GmbH & Co. KG ⁽²⁾
Series D Convertible Preferred Stock	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	1,277,663 ⁽⁷⁾	$ ⁽⁷⁾	I	By TVM Life Science Ventures VI, L.P. ⁽³⁾
Option (Right to Purchase)	Â ⁽⁸⁾	Â ⁽⁸⁾	Series D Convertible Preferred Stock	1,316,683 ⁽⁷⁾	$ ⁽⁸⁾	I	By TVM Life Science Ventures VI GmbH & Co. KG ⁽²⁾
Option (Right to Purchase)	Â ⁽⁸⁾	Â ⁽⁸⁾	Series D Convertible Preferred Stock	451,276 ⁽⁷⁾	$ ⁽⁸⁾	I	By TVM Life Science Ventures VI, L.P. ⁽³⁾
Warrants (Right to Buy)	Â ⁽⁹⁾	Â ⁽⁹⁾	Common Stock	116,511 ⁽¹⁰⁾	$ 4.6023 ⁽¹⁰⁾	I	By TVM Life Science Ventures VI GmbH & Co. KG ⁽²⁾
Warrants (Right to Buy)	Â ⁽⁹⁾	Â ⁽⁹⁾	Common Stock	39,932 ⁽¹⁰⁾	$ 4.6023 ⁽¹⁰⁾	I	By TVM Life Science Ventures VI, L.P. ⁽³⁾
Stock Option (Right to Buy)	Â ⁽¹¹⁾	10/21/2014	Common Stock	6,666 ⁽¹⁰⁾	$ 10	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Birner Hubert C/O TVM CAPITAL GROUP OTTOSTRABE 4 MUNICH,Â 2MÂ 80333	Â X	Â X	Â	Â

Signatures

/s/ Rolf Starck by power of attorney for Hubert Birner		10/21/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The Series A Convertible Preferred Stock is convertible into the Issuer's Common Stock on an 1-for-1.19 basis without payment of further consideration and has no expiration date. Each share will automatically convert into the Issuer's Common Stock concurrently with the completion of the Issuer's initial public offering of Common Stock. The shares do not reflect a 1-for-15.87 reverse stock split effected on October 6, 2014.
(2)	The shares are directly held by TVM Life Science Ventures VI GMBH & Co. KG ("TVM VI"). The reporting person, Alexandra Goll ("Goll"), Helmut Schuhsler ("Schuhsler") and Stefan Fischer ("Fischer") are members of the investment committee of TVM Life Science Ventures Management VI L.P. ("TVM VI Management"), a special limited partner of TVM VI, with voting and dispositive power over the shares held by TVM VI. The reporting person disclaims beneficial ownership of the shares held by TVM VI, except to the extent of his pecuniary interest therein, if any.
(3)	The shares are directly held by TVM Life Science Ventures VI L.P. ("TVM VI LP"). The reporting person, Goll, Schuhsler and Fischer are members of the investment committee of TVM VI Management, a special limited partner of TVM VI LP, with voting and dispositive power over the shares held by TVM VI LP. The reporting person disclaims beneficial ownership of the shares held by TVM VI LP, except to the extent of his pecuniary interest therein, if any.
(4)	The Series A-1 Convertible Preferred Stock is convertible into the Issuer's Common Stock on a 1-for-1.22 basis without payment of further consideration and has no expiration date. Each share will automatically convert into the Issuer's Common Stock concurrently with the completion of the Issuer's initial public offering of Common Stock. The shares do not reflect a 1-for-15.87 reverse stock split effected on October 6, 2014.
(5)	The Series B Convertible Preferred Stock is convertible into the Issuer's Common Stock on a 1-for-1.23 basis without payment of further consideration and has no expiration date. Each share will automatically convert into the Issuer's Common Stock concurrently with the completion of the Issuer's initial public offering of Common Stock. The shares do not reflect a 1-for-15.87 reverse stock split effected on October 6, 2014.
(6)	The Series C Convertible Preferred Stock is convertible into the Issuer's Common Stock on a 1-for-1.23 basis without payment of further consideration and has no expiration date. Each share will automatically convert into the Issuer's Common Stock concurrently with the completion of the Issuer's initial public offering of Common Stock. The shares do not reflect a 1-for-15.87 reverse stock split effected on October 6, 2014.
(7)	The Series D Convertible Preferred Stock is convertible into the Issuer's Common Stock on a one-for-one basis without payment of further consideration and has no expiration date. Each share will automatically convert into the Issuer's Common Stock concurrently with the completion of the Issuer's initial public offering of Common Stock. The shares do not reflect a 1-for-15.87 reverse stock split effected on October 6, 2014.
(8)	Each of TVM VI and TVM VI LP have the right to purchase shares of Series D Convertible Preferred Stock under the Series D Purchase Agreement at a price of $0.588656, which right to purchase is not currently exercisable and shall terminate upon the completion of the Issuer's initial public offering of Common Stock.
(9)	In connection with the Issuer's initial public offering of Common Stock, TVM VI and TVM VI LP have irrevocably elected to exercise the warrants effective and contingent upon and immediately prior to the closing of the Issuer's initial public offering. The warrants otherwise expire on an initial public offering, stock sale or deemed liquidation event.
(10)	Reflects a 1-for-15.87 reverse stock split effected on October 6, 2014.
(11)	The shares underlying this option vest 100% on the date of the next annual meeting of stockholders.
Â Remarks: ExhibitÂ 24.1Â PowerÂ ofÂ Attorney

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