Protara Therapeutics, Inc. — Director's Dealing 2014

Oct 30, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROTEON THERAPEUTICS INC (PRTO)
CIK: 0001359931
Period of Report: 2014-10-27

Reporting Person: Birner Hubert (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-27	Common Stock	P	223410	$10.00	Acquired	223410	Indirect
2014-10-27	Common Stock	P	76590	$10.00	Acquired	300000	Indirect
2014-10-27	Common Stock	C	1107154	—	Acquired	1407154	Indirect
2014-10-27	Common Stock	C	379462	—	Acquired	1786616	Indirect
2014-10-27	Common Stock	X	116511	$4.6023	Acquired	1903127	Indirect
2014-10-27	Common Stock	X	39932	$4.6023	Acquired	1943059	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-10-27	Series A Convertible Preferred Stock	$	C	4468482	Disposed		Common Stock (335680)	Indirect
2014-10-27	Series A Convertible Preferred Stock	$	C	1531518	Disposed		Common Stock (115051)	Indirect
2014-10-27	Series A-1 Convertible Preferred Stock	$	C	2092735	Disposed		Common Stock (160779)	Indirect
2014-10-27	Series A-1 Convertible Preferred Stock	$	C	717260	Disposed		Common Stock (55105)	Indirect
2014-10-27	Series B Convertible Preferred Stock	$	C	2436618	Disposed		Common Stock (189063)	Indirect
2014-10-27	Series B Convertible Preferred Stock	$	C	835121	Disposed		Common Stock (64799)	Indirect
2014-10-27	Series C Convertible Preferred Stock	$	C	2331391	Disposed		Common Stock (180898)	Indirect
2014-10-27	Series C Convertible Preferred Stock	$	C	799043	Disposed		Common Stock (61999)	Indirect
2014-10-27	Series D Convertible Preferred Stock	$	C	3727823	Disposed		Common Stock (234897)	Indirect
2014-10-27	Series D Convertible Preferred Stock	$	C	1277663	Disposed		Common Stock (80508)	Indirect
2014-10-27	Warrants (Right to Buy)	$4.6023	X	116511	Disposed		Common Stock (116511)	Indirect
2014-10-27	Warrants (Right to Buy)	$4.6023	X	39932	Disposed		Common Stock (39932)	Indirect
2014-10-27	Option (Right to Purchase)	$	J	1316683	Disposed		Series D Convertible Preferred Stock (82966)	Indirect
2014-10-27	Option (Right to Purchase)	$	J	451276	Disposed		Series D Convertible Preferred Stock (28455)	Indirect

Footnotes

F1: These shares were purchased in connection with the Issuer's initial public offering of Common Stock.

F2: 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.

F3: 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.

F4: Upon the closing of the Issuer's initial public offering, each share of Series A Convertible Preferred Stock automatically converted into Common Stock on a 1-for-1.19 basis without payment of further consideration and with no expiration date.

F5: Reflects a 1-for-15.87 reverse stock split effected on October 6, 2014.

F6: Upon the closing of the Issuer's initial public offering, each share of Series A-1 Convertible Preferred Stock automatically converted into Common Stock on a 1-for-1.22 basis without payment of further consideration and has no expiration date.

F7: Upon the closing of the Issuer's initial public offering, each share of Series B Convertible Preferred Stock automatically converted into Common Stock on a 1-for-1.23 basis without payment of further consideration and has no expiration date.

F8: Upon the closing of the Issuer's initial public offering, each share of Series C Convertible Preferred Stock automatically converted into Common Stock on a 1-for-1.23 basis without payment of further consideration and has no expiration date.

F9: Upon the closing of the Issuer's initial public offering, each share of Series D Convertible Preferred Stock automatically converted into Common Stock on a one-for-one basis (without payment of further consideration and with no expiration date) plus an additional 5,837 incremental shares as a result of an adjustment as provided for in the Company's certificate of incorporation.

F10: Upon the closing of the Issuer's initial public offering, each share of Series D Convertible Preferred Stock automatically converted into Common Stock on a one-for-one basis (without payment of further consideration and with no expiration date) plus an additional 2,000 incremental shares as a result of an adjustment as provided for in the Company's certificate of incorporation.

F11: Upon the closing the Issuer's initial public offering, TVM VI exercised their warrants with cash to purchase common stock.

F12: Upon the closing the Issuer's initial public offering, TVM VI LP exercised their warrants with cash to purchase common stock.

F13: TVM VI had a 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 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 right to purchase would have been convertible into shares of the Issuer's common stock as described in footnote (9) above.

F14: TVM VI LP had a 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 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 right to purchase would have been convertible into shares of the Issuer's common stock as described in footnote (10) above.