Protara Therapeutics, Inc. — Director's Dealing 2014

Oct 29, 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: Freund John Gordon (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-27	Common Stock	P	200000	$10.00	Acquired	200000	Indirect
2014-10-27	Common Stock	C	1167208	—	Acquired	1367208	Indirect
2014-10-27	Common Stock	X	121760	$4.6023	Acquired	1488968	Indirect
2014-10-27	Common Stock	S	56038	$10.00	Disposed	1432930	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-10-27	Series A Convertible Preferred Stock	$	C	5000000	Disposed		Common Stock (375608)	Indirect
2014-10-27	Series A-1 Convertible Preferred Stock	$	C	2341664	Disposed		Common Stock (179903)	Indirect
2014-10-27	Series B Convertible Preferred Stock	$	C	2173913	Disposed		Common Stock (168680)	Indirect
2014-10-27	Series C Convertible Preferred Stock	$	C	2436437	Disposed		Common Stock (189049)	Indirect
2014-10-27	Series D Convertible Preferred Stock	$	C	3932747	Disposed		Common Stock (247810)	Indirect
2014-10-27	Warrants (Right to Buy)	$4.6023	X	121760	Disposed		Common Stock (121760)	Indirect
2014-10-27	Option (Right to Purchase)	$	J	1389064	Disposed		Series D Convertible Preferred Stock (87527)	Indirect

Footnotes

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

F2: The shares are held by Skyline Venture Partners Qualified Purchaser Fund IV, L.P. ("Skyline"). The reporting person is a Managing Director of Skyline Venture Management IV, LLC, the sole general partner of Skyline, and may be deemed to share voting and dispositive power over the shares held by Skyline. The reporting person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

F3: 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.

F4: Reflects a 1-for-15.87 reverse stock split effected on October 6, 2014.

F5: 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.

F6: 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.

F7: 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.

F8: 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 6,158 incremental shares as a result of an adjustment as provided for in the Company's certificate of incorporation.

F9: Upon the closing the Issuer's initial public offering, Skyline exercised their warrants to purchase common stock on a net issue basis resulting in the net issuance of 65,722 shares of common stock.

F10: Skyline 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 (8) above.