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: Birner Hubert (Director, 10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Convertible Preferred Stock	$		Common Stock (4468482)		Indirect
Series A Convertible Preferred Stock	$		Common Stock (1531518)		Indirect
Series A-1 Convertible Preferred Stock	$		Common Stock (2092735)		Indirect
Series A-1 Convertible Preferred Stock	$		Common Stock (717260)		Indirect
Series B Convertible Preferred Stock	$		Common Stock (2436618)		Indirect
Series B Convertible Preferred Stock	$		Common Stock (835121)		Indirect
Series C Convertible Preferred Stock	$		Common Stock (2331391)		Indirect
Series C Convertible Preferred Stock	$		Common Stock (799043)		Indirect
Series D Convertible Preferred Stock	$		Common Stock (3727823)		Indirect
Series D Convertible Preferred Stock	$		Common Stock (1277663)		Indirect
Option (Right to Purchase)	$		Series D Convertible Preferred Stock (1316683)		Indirect
Option (Right to Purchase)	$		Series D Convertible Preferred Stock (451276)		Indirect
Warrants (Right to Buy)	$4.6023		Common Stock (116511)		Indirect
Warrants (Right to Buy)	$4.6023		Common Stock (39932)		Indirect
Stock Option (Right to Buy)	$10.00	2014-10-21	Common Stock (6666)		Direct

Footnotes

F1: The Series A Convertible Preferred Stock is convertible into the Issuer's Common Stock on an 1-for-1.19 basis without payment of further consideration and has no expiration date. Each share will automatically convert into the Issuer's Common Stock concurrently with the completion of the Issuer's initial public offering of Common Stock. The shares do not reflect a 1-for-15.87 reverse stock split effected on October 6, 2014.

F2: The shares are directly held by TVM Life Science Ventures VI GMBH & Co. KG ("TVM VI"). The reporting person, Alexandra Goll ("Goll"), Helmut Schuhsler ("Schuhsler") and Stefan Fischer ("Fischer") are members of the investment committee of TVM Life Science Ventures Management VI L.P. ("TVM VI Management"), a special limited partner of TVM VI, with voting and dispositive power over the shares held by TVM VI. The reporting person disclaims beneficial ownership of the shares held by TVM VI, except to the extent of his pecuniary interest therein, if any.

F3: The shares are directly held by TVM Life Science Ventures VI L.P. ("TVM VI LP"). The reporting person, Goll, Schuhsler and Fischer are members of the investment committee of TVM VI Management, a special limited partner of TVM VI LP, with voting and dispositive power over the shares held by TVM VI LP. The reporting person disclaims beneficial ownership of the shares held by TVM VI LP, except to the extent of his pecuniary interest therein, if any.

F4: The Series A-1 Convertible Preferred Stock is convertible into the Issuer's Common Stock on a 1-for-1.22 basis without payment of further consideration and has no expiration date. Each share will automatically convert into the Issuer's Common Stock concurrently with the completion of the Issuer's initial public offering of Common Stock. The shares do not reflect a 1-for-15.87 reverse stock split effected on October 6, 2014.

F5: The Series B Convertible Preferred Stock is convertible into the Issuer's Common Stock on a 1-for-1.23 basis without payment of further consideration and has no expiration date. Each share will automatically convert into the Issuer's Common Stock concurrently with the completion of the Issuer's initial public offering of Common Stock. The shares do not reflect a 1-for-15.87 reverse stock split effected on October 6, 2014.

F6: The Series C Convertible Preferred Stock is convertible into the Issuer's Common Stock on a 1-for-1.23 basis without payment of further consideration and has no expiration date. Each share will automatically convert into the Issuer's Common Stock concurrently with the completion of the Issuer's initial public offering of Common Stock. The shares do not reflect a 1-for-15.87 reverse stock split effected on October 6, 2014.

F7: The Series D Convertible Preferred Stock is convertible into the Issuer's Common Stock on a one-for-one basis without payment of further consideration and has no expiration date. Each share will automatically convert into the Issuer's Common Stock concurrently with the completion of the Issuer's initial public offering of Common Stock. The shares do not reflect a 1-for-15.87 reverse stock split effected on October 6, 2014.

F8: Each of TVM VI and TVM VI LP have the 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 is not currently exercisable and shall terminate upon the completion of the Issuer's initial public offering of Common Stock.

F9: In connection with the Issuer's initial public offering of Common Stock, TVM VI and TVM VI LP have irrevocably elected to exercise the warrants effective and contingent upon and immediately prior to the closing of the Issuer's initial public offering. The warrants otherwise expire on an initial public offering, stock sale or deemed liquidation event.

F10: Reflects a 1-for-15.87 reverse stock split effected on October 6, 2014.

F11: The shares underlying this option vest 100% on the date of the next annual meeting of stockholders.