Protara Therapeutics, Inc. — Director's Dealing 2017

Aug 4, 2017

SEC Form 3 — Initial Statement of 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 Private Design Fund III, L.P. (Director, Director by Deputization)
Reporting Person: Deerfield Special Situations Fund, L.P. (Director, Director by Deputization)
Reporting Person: Deerfield International Master Fund, L.P. (Director, Director by Deputization)
Reporting Person: DEERFIELD PARTNERS, L.P. (Director, Director by Deputization)
Reporting Person: Deerfield Private Design Fund IV, L.P. (Director, Director by Deputization)
Reporting Person: Deerfield Mgmt L.P. (Director, Director by Deputization)
Reporting Person: Deerfield Mgmt III, L.P. (Director, Director by Deputization)
Reporting Person: Deerfield Mgmt IV, L.P. (Director, Director by Deputization)
Reporting Person: DEERFIELD MANAGEMENT CO (Director, Director by Deputization)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	877799	Indirect
Common Stock	149676	Indirect
Common Stock	110557	Indirect
Common Stock	86867	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Convertible Preferred Stock	$		Common Stock (16082018)		Indirect

Footnotes

F1: 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 each of Deerfield Special Situations Fund, L.P. ("DSS Fund"), Deerfield International Master Fund, L.P. ("Master Fund") and Deerfield Partners, L.P. ("Deerfield Partners").

F2: Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Deerfield Private Design Fund IV" and collectively with Fund III, DSS Fund, Master Fund and Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. is the investment manager of each 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., Deerfield Management Company, L.P. ("Deerfield Management") and Deerfield Mgmt IV, L.P. 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.

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.

F4: Each share of Series A Convertible Preferred Stock, par value $0.001 per share (the "Preferred Stock"), of the Issuer is convertible, at any time at the option of the holder of such share of Preferred Stock, into approximately 1,005 shares of the Issuer's Common Stock, par value $0.001 per share, at a conversion price of $0.9949 per share, subject to adjustment for any stock splits, stock dividends and similar events in accordance with the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock of the Issuer, dated August 1, 2017.