Protara Therapeutics, Inc. — Director's Dealing 2017

Aug 4, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROTEON THERAPEUTICS INC (PRTO)
CIK: 0001359931
Period of Report: 2017-08-02

Reporting Person: Flynn James E (Director, Director by Deputization)
Reporting Person: DEERFIELD MANAGEMENT CO (Director, Director by Deputization)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-08-02	Stock Option (Right to Buy)	$1.30	A	13333	Acquired	2027-08-01	Common Stock (13333)	Indirect

Footnotes

F1: Jonathan S. Leff, a partner in Deerfield Management Company, L.P., serves as a director of the Issuer. The option granted to Jonathan S. Leff and reported herein is held for the benefit, and at the direction, of Deerfield Management Company, L.P. ("Deerfield Management").

F2: The option shall vest and become exercisable with respect to one-third of the shares on each of August 2, 2018, August 2, 2019 and August 2, 2020.

F3: This Form 4 is being filed by the undersigned as well as the entity listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). James E. Flynn is the sole member of the general partner of Deerfield Management Company, L.P. 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.