Protara Therapeutics, Inc. — Director's Dealing 2014

Oct 27, 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: Flynn James E (10% Owner, Possible Member of 10% Group)
Reporting Person: Deerfield Mgmt L.P. (10% Owner, Possible Member of 10% Group)
Reporting Person: DEERFIELD MANAGEMENT CO (10% Owner, Possible Member of 10% Group)
Reporting Person: Deerfield Special Situations Fund, L.P. (10% Owner, Possible Member of 10% Group)
Reporting Person: Deerfield Special Situations International Master Fund, L.P. (10% Owner, Possible Member of 10% Group)
Reporting Person: Deerfield Mgmt III, L.P. (10% Owner, Possible Member of 10% Group)
Reporting Person: Deerfield Private Design Fund III, L.P. (10% Owner, Possible Member of 10% Group)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-27	Common Stock	C	406896	—	Acquired	406896	Indirect
2014-10-27	Common Stock	C	87013	—	Acquired	87013	Indirect
2014-10-27	Common Stock	C	69485	—	Acquired	69485	Indirect
2014-10-27	Common Stock	P	469495	$10	Acquired	876391	Indirect
2014-10-27	Common Stock	P	98556	$10	Acquired	185569	Indirect
2014-10-27	Common Stock	P	81949	$10	Acquired	151434	Indirect
2014-10-27	Common Stock	P	6976	$10	Acquired	192545	Indirect
2014-10-27	Common Stock	P	5801	$10	Acquired	157235	Indirect
2014-10-27	Common Stock	P	15417	$10	Acquired	207962	Indirect
2014-10-27	Common Stock	P	12819	$10	Acquired	170054	Indirect
2014-10-27	Common Stock	P	328	$10	Acquired	208290	Indirect
2014-10-27	Common Stock	P	272	$10	Acquired	170326	Indirect
2014-10-27	Common Stock	P	55	$10	Acquired	208345	Indirect
2014-10-27	Common Stock	P	45	$10	Acquired	170371	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-10-27	Series D Preferred Stock	$	C	6134501	Disposed		Common Stock (406896)	Indirect
2014-10-27	Series D Preferred Stock	$	C	1311840	Disposed		Common Stock (87013)	Indirect
2014-10-27	Series D Preferred Stock	$	C	1047584	Disposed		Common Stock (69485)	Indirect
2014-10-27	Series D Purchase Right	$	J	4907601	Disposed		Common Stock (309238)	Indirect
2014-10-27	Series D Purchase Right	$	J	1049472	Disposed		Common Stock (66129)	Indirect
2014-10-27	Series D Purchase Right	$	J	838067	Disposed		Common Stock (52808)	Indirect

Footnotes

F1: Each share of Series D Preferred Stock was convertible into 0.063 shares of the Issuer's common stock (on an adjusted basis, after giving effect to the 1-for-15.87 reverse stock split effected by the Issuer on October 6, 2014), plus an additional number of shares in respect of an anti-dilution adjustment based upon the offering price and participation in the initial public offering. Shares of Series D Preferred Stock had no expiration date and automatically converted into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering of common stock.

F2: The Series D Purchase Right entitled the holder to purchase shares of Series D Convertible Preferred Stock under the Series D Preferred Stock purchase agreement at a price of $0.588656 per share of Series D Preferred Stock, 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 Series D Purchase Right would have been convertible into shares of the Issuer's common stock as described in footnote (1) above.

F3: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons").

F4: Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt, L.P. is the general partner of Deerfield Special Situations Fund, L.P. and Deerfield Special Situations International Master Fund, L.P. (collectively with Fund III, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt III, L.P., Deerfield Mgmt, L.P. and Deerfield Management Company, L.P.

F5: In accordance with Instruction 5 (b)(iv) to Form 3, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.