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: Haines Timothy (Director, 10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series D Convertible Preferred Stock	$		Common Stock (16044081)		Indirect
Option (Right to Purchase)	$		Series D Convertible Preferred Stock (12835264)		Indirect
Stock Option (Right to Buy)	$10.00	2024-10-21	Common Stock (6666)		Direct

Footnotes

F1: 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.

F2: The shares are held by Abingworth Bioventures VI, LP ("Abingworth"). Abingworth Bioventures VI GP LP ("Abingworth GP") serves as the general partner of Abingworth. Abingworth General Partner VI LLP, serves as the general partner of Abingworth GP. Abingworth (acting by its general partner Abingworth GP, acting by its general partner Abingworth General Partner VI LLP) has delegated to Abingworth LLP, all investment and dispositive power over the securities held by Abingworth. The reporting person is a member of the investment committee of Abingworth LLP, which approves investment and voting decisions by a majority vote, and no individual member has the sole control or voting power over the shares held by Abingworth. The reporting person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

F3: Abingworth has 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.

F4: The shares underlying this option vest 100% on the date of the next annual meeting of stockholders.

F5: Reflects a 1-for-15.87 reverse stock split effected on October 6, 2014.