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: O'Leary Brendan (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-27	Common Stock	C	374921	—	Acquired	374921	Indirect
2014-10-27	Common Stock	C	180014	—	Acquired	554935	Indirect
2014-10-27	Common Stock	C	181125	—	Acquired	736060	Indirect
2014-10-27	Common Stock	C	192070	—	Acquired	928130	Indirect
2014-10-27	Common Stock	C	252052	—	Acquired	1180182	Indirect
2014-10-27	Common Stock	C	123846	—	Acquired	1304028	Indirect
2014-10-27	Common Stock	P	83170	$10.00	Acquired	1387198	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 (374921)	Indirect
2014-10-27	Series A-1 Convertible Preferred Stock	$	C	2341664	Disposed		Common Stock (180014)	Indirect
2014-10-27	Series B Convertible Preferred Stock	$	C	2336956	Disposed		Common Stock (181125)	Indirect
2014-10-27	Series C Convertible Preferred Stock	$	C	2478183	Disposed		Common Stock (192070)	Indirect
2014-10-27	Series D Convertible Preferred Stock	$	C	4000070	Disposed		Common Stock (252052)	Indirect
2014-10-27	Common Stock Warrants	$	D	1965454	Disposed		Common Stock (123846)	Indirect

Footnotes

F1: The Series A Convertible Preferred Stock automatically converted into the Issuer's Common Stock on a 1-for-1.19 basis (after giving effect to the 1-for-15.87 reverse stock split effected by the Issuer on October 6, 2014) upon the closing of the Issuer's initial public offering without payment of further consideration and has no expiration date.

F2: The Series A-1 Convertible Preferred Stock automatically converted into the Issuer's Common Stock on a 1-for-1.22 basis (after giving effect to the 1-for-15.87 reverse stock split effected by the Issuer on October 6, 2014) upon the closing of the Issuer's initial public offering without payment of further consideration and has no expiration date.

F3: The Series B Convertible Preferred Stock automatically converted into the Issuer's Common Stock on a 1-for-1.23 basis (after giving effect to the 1-for-15.87 reverse stock split effected by the Issuer on October 6, 2014) upon the closing of the Issuer's initial public offering without payment of further consideration and has no expiration date.

F4: The Series C Convertible Preferred Stock automatically converted into the Issuer's Common Stock on a 1-for-1.23 basis (after giving effect to the 1-for-15.87 reverse stock split effected by the Issuer on October 6, 2014) upon the closing of the Issuer's initial public offering without payment of further consideration and has no expiration date.

F5: The Series D Convertible Preferred Stock automatically converted into the Issuer's Common Stock on a 1-for-1 basis (after giving effect to the 1-for-15.87 reverse stock split effected by the Issuer on October 6, 2014) upon the closing of the Issuer's initial public offering without payment of further consideration and has no expiration date.

F6: The Common Stock Warrants were exercised as a disposition to the Issuer and converted to shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering without payment of further consideration and has no expiration date.

F7: Consists of securities held directly by Prism Venture Partners V, L.P. ("PVP V") and Prism Venture Partners V-A, L.P. ("PVP V-A"). Prism Investment Partners V, L.P. ("PIP V") is the sole general partner of PVP V and PVP V-A. Prism Venture Partners V, LLC ("PVP LLC") is the sole general partner of PIP V. Brendan O'Leary ("O'Leary") is a member of PVP LLC. O'Leary may be deemed to beneficially own the shares held by PVP V and PVP V-A, but O'Leary disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.