SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Burke Steven Keith (Last) (First) (Middle) C/O PROTEON THERAPEUTICS 200 WEST STREET (Street) WALTHAM MA 02451 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/21/2014	3. Issuer Name and Ticker or Trading Symbol PROTEON THERAPEUTICS INC [ PRTO ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) SVP and Chief Medical Officer	5. If Amendment, Date of Original Filed (Month/Day/Year) 10/21/2014
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	30,411(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	(2)	09/10/2017	Common Stock	12,287(1)	2.39(1)	D
Stock Option (Right to Buy)	(2)	06/19/2019	Common Stock	14,898(1)	3.18(1)	D
Stock Option (Right to Buy)	(3)	10/26/2021	Common Stock	57,934(1)	1.27(1)	D
Stock Option (Right to Buy)	(4)	06/23/2024	Common Stock	71,218(1)	4.92(1)	D
Stock Option (Right to Buy)	(4)	06/23/2024	Common Stock	10,696(1)	4.92(1)	D

Explanation of Responses:

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

2. The shares underlying these options are fully vested.

3. This option is fully exercisable prior to its vesting, subject to a repurchase right held by the Issuer on the shares underlying this option that lapses (based on the original option vesting schedule) in equal quarterly installments over four years.

4. This option is fully exercisable prior to its vesting, subject to a repurchase right held by the Issuer on the shares underlying this option that lapses (based on the original option vesting schedule) 25% on the first anniversary of the grant date and the remaining shares in equal quarterly installments over the next three years.

	/s/ Steven K. Burke	10/28/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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