Protara Therapeutics, Inc. — Director's Dealing 2014

Oct 21, 2014

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: PROTEON THERAPEUTICS INC (PRTO)
CIK: 0001359931
Period of Report: 2014-10-21

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 Mgmt III, 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 Private Design Fund III, 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)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series D Preferred Stock	$		Common Stock (386547)		Indirect
Series D Preferred Stock	$		Common Stock (82662)		Indirect
Series D Preferred Stock	$		Common Stock (66010)		Indirect
Series D Purchase Right	$		Common Stock (309238)		Indirect
Series D Purchase Right	$		Common Stock (66129)		Indirect
Series D Purchase Right	$		Common Stock (52808)		Indirect

Footnotes

F1: Each share of Series D Preferred Stock is convertible at any time 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 (the "Reverse Stock Split")). Shares of Series D Preferred Stock will automatically convert into shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering of Common Stock and have no expiration date. The number of shares of common stock issuable upon the automatic conversion of the Series D Preferred Stock in connection with the Issuer's initial public offering is subject to certain anti-dilution adjustments based upon the offering price and participation in the initial public offering.

F2: The Series D Purchase Right entitles 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 is not currently exercisable and shall terminate upon the completion of the Issuer's initial public offering of Common Stock. Each share of Series D Preferred Stock is convertible into 0.063 shares of the Issuer's common stock (on an adjusted basis, after giving effect to the Reverse Stock Split).

F3: This Form 3 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"). 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.

F4: 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.