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: Pharmstandard International S.A. (10% Owner)
Reporting Person: Public Joint Stock Co Pharmstandard (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-27	Common Stock	P	600000	$10.00	Acquired	600000	Direct
2014-10-27	Common Stock	C	565344	—	Acquired	1165344	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-10-27	Series D Convertible Preferred Stock	$	C	8493925	Disposed		Common Stock (535218)	Direct
2014-10-27	Option (Right to Purchase)	$	J	6795140	Disposed		Series D Convertible Preferred Stock (428175)	Direct

Footnotes

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

F2: The shares are held by Pharmstandard International S.A. ("Pharmstandard"). Pharmstandard is a wholly owned subsidiary of Public Joint Stock Company "Pharmstandard". As the parent entity, Public Joint Stock Company "Pharmstandard" has sole voting power and investment control over the shares.

F3: 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 30,126 incremental shares as a result of an adjustment as provided for in the Company's certificate of incorporation.

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

F5: Pharmstandard 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 (3) above.