Protara Therapeutics, Inc. — Director's Dealing 2017

Dec 4, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROTEON THERAPEUTICS INC (PRTO)
CIK: 0001359931
Period of Report: 2017-11-30

Reporting Person: Flynn James E (Director, Director by Deputization)
Reporting Person: DEERFIELD MANAGEMENT CO (Director, Director by Deputization)
Reporting Person: Deerfield Mgmt L.P. (10% Owner, Director by Deputization)
Reporting Person: DEERFIELD PARTNERS, L.P. (10% Owner, Director by Deputization)
Reporting Person: Deerfield International Master Fund, L.P. (10% Owner, *Director by Deputization)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-11-30	Common Stock	P	110557	$1.75	Acquired	197424	Indirect
2017-11-30	Common Stock	S	110557	$1.75	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	149676	Indirect
Common Stock	877799	Indirect

Footnotes

F1: The shares listed in column 4 of Table I above were transferred by Deerfield International Master Fund, L.P. to Deerfield Partners, L.P.

F2: 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"). Deerfield Mgmt, L.P. is the general partner of Deerfield International Master Fund, L.P. and Deerfield Partners, L.P. (collectively, 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, L.P. and Deerfield Management Company, L.P.

F3: For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, 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.