SEC Filing – Protara Therapeutics, Inc.

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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Birner Hubert

(Last)

(First)

(Middle)

C/O TVM CAPITAL GROUP

OTTOSTRABE 4

(Street)

MUNICH

80333

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PROTEON THERAPEUTICS INC [ PRTO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/27/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/27/2014		P		223,410⁽¹⁾	A	$10	223,410	I	By TVM Life Science Ventures VI GmbH & Co. KG⁽²⁾
Common Stock	10/27/2014		P		76,590⁽¹⁾	A	$10	300,000	I	By TVM Life Science Ventures VI, L.P.⁽³⁾
Common Stock	10/27/2014		C		1,107,154⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾	A	⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾	1,407,154	I	By TVM Life Science Ventures VI GmbH & Co. KG⁽²⁾
Common Stock	10/27/2014		C		379,462⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽¹⁰⁾	A	⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽¹⁰⁾	1,786,616	I	By TVM Life Science Ventures VI, L.P.⁽³⁾
Common Stock	10/27/2014		X⁽¹¹⁾		116,511⁽¹¹⁾⁽⁵⁾	A	$4.6023⁽¹¹⁾	1,903,127	I	By TVM Life Science Ventures VI GmbH & Co. KG⁽²⁾
Common Stock	10/27/2014		X⁽¹²⁾		39,932⁽¹²⁾⁽⁵⁾	A	$4.6023⁽¹²⁾	1,943,059	I	By TVM Life Science Ventures VI, L.P.(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	⁽⁴⁾	10/27/2014		C			4,468,482	⁽⁴⁾	⁽⁴⁾	Common Stock	335,680⁽⁵⁾	$0	0	I	By TVM Life Science Ventures VI GmbH & Co. KG⁽²⁾
Series A Convertible Preferred Stock	⁽⁴⁾	10/27/2014		C			1,531,518	⁽⁴⁾	⁽⁴⁾	Common Stock	115,051⁽⁵⁾	$0	0	I	By TVM Life Science Ventures VI, L.P.⁽³⁾
Series A-1 Convertible Preferred Stock	⁽⁶⁾	10/27/2014		C			2,092,735	⁽⁶⁾	⁽⁶⁾	Common Stock	160,779⁽⁵⁾	$0	0	I	By TVM Life Science Ventures VI GmbH & Co. KG⁽²⁾
Series A-1 Convertible Preferred Stock	⁽⁶⁾	10/27/2014⁽⁶⁾		C			717,260	⁽⁶⁾	⁽⁶⁾	Common Stock	55,105⁽⁵⁾	$0	0	I	By TVM Life Science Ventures VI, L.P.⁽³⁾
Series B Convertible Preferred Stock	⁽⁷⁾	10/27/2014		C			2,436,618	⁽⁷⁾	⁽⁷⁾	Common Stock	189,063⁽⁵⁾	$0	0	I	By TVM Life Science Ventures VI GmbH & Co. KG⁽²⁾
Series B Convertible Preferred Stock	⁽⁷⁾	10/27/2014		C			835,121	⁽⁷⁾	⁽⁷⁾	Common Stock	64,799⁽⁵⁾	$0	0	I	By TVM Life Science Ventures VI, L.P.⁽³⁾
Series C Convertible Preferred Stock	⁽⁸⁾	10/27/2014		C			2,331,391	⁽⁸⁾	⁽⁸⁾	Common Stock	180,898⁽⁵⁾	$0	0	I	By TVM Life Science Ventures VI GmbH & Co. KG⁽²⁾
Series C Convertible Preferred Stock	⁽⁸⁾	10/27/2014		C			799,043	⁽⁸⁾	⁽⁸⁾	Common Stock	61,999⁽⁵⁾	$0	0	I	By TVM Life Science Ventures VI, L.P.⁽³⁾
Series D Convertible Preferred Stock	⁽⁹⁾	10/27/2014		C			3,727,823	⁽⁹⁾	⁽⁹⁾	Common Stock	234,897⁽⁵⁾	$0	0	I	By TVM Life Science Ventures VI GmbH & Co. KG⁽²⁾
Series D Convertible Preferred Stock	⁽¹⁰⁾	10/27/2014		C			1,277,663	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	80,508⁽⁵⁾	$0	0	I	By TVM Life Science Ventures VI, L.P.⁽³⁾
Warrants (Right to Buy)	$4.6023	10/27/2014		X			116,511	⁽¹¹⁾	⁽¹¹⁾	Common Stock	116,511⁽⁵⁾	$0	0	I	By TVM Life Science Ventures VI GmbH & Co. KG⁽²⁾
Warrants (Right to Buy)	$4.6023	10/27/2014		X			39,932	⁽¹²⁾	⁽¹²⁾	Common Stock	39,932⁽⁵⁾	$0	0	I	By TVM Life Science Ventures VI, L.P.⁽³⁾
Option (Right to Purchase)	⁽¹³⁾	10/27/2014		J			1,316,683	⁽¹³⁾	⁽¹³⁾	Series D Convertible Preferred Stock	82,966⁽⁵⁾	⁽¹³⁾	0	I	By TVM Life Science Ventures VI GmbH & Co. KG⁽²⁾
Option (Right to Purchase)	⁽¹⁴⁾	10/27/2014		J			451,276	⁽¹⁴⁾	⁽¹⁴⁾	Series D Convertible Preferred Stock	28,455⁽⁵⁾	⁽¹⁴⁾	0	I	By TVM Life Science Ventures VI, L.P.⁽³⁾

Explanation of Responses:

1. These shares were purchased in connection with the Issuer's initial public offering of Common Stock.

2. The shares are directly held by TVM Life Science Ventures VI GMBH & Co. KG ("TVM VI"). The reporting person, Alexandra Goll ("Goll"), Helmut Schuhsler ("Schuhsler") and Stefan Fischer ("Fischer") are members of the investment committee of TVM Life Science Ventures Management VI L.P. ("TVM VI Management"), a special limited partner of TVM VI, with voting and dispositive power over the shares held by TVM VI. The reporting person disclaims beneficial ownership of the shares held by TVM VI, except to the extent of his pecuniary interest therein, if any.

3. The shares are directly held by TVM Life Science Ventures VI L.P. ("TVM VI LP"). The reporting person, Goll, Schuhsler and Fischer are members of the investment committee of TVM VI Management, a special limited partner of TVM VI LP, with voting and dispositive power over the shares held by TVM VI LP. The reporting person disclaims beneficial ownership of the shares held by TVM VI LP, except to the extent of his pecuniary interest therein, if any.

4. Upon the closing of the Issuer's initial public offering, each share of Series A Convertible Preferred Stock automatically converted into Common Stock on a 1-for-1.19 basis without payment of further consideration and with no expiration date.

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

6. Upon the closing of the Issuer's initial public offering, each share of Series A-1 Convertible Preferred Stock automatically converted into Common Stock on a 1-for-1.22 basis without payment of further consideration and has no expiration date.

7. Upon the closing of the Issuer's initial public offering, each share of Series B Convertible Preferred Stock automatically converted into Common Stock on a 1-for-1.23 basis without payment of further consideration and has no expiration date.

8. Upon the closing of the Issuer's initial public offering, each share of Series C Convertible Preferred Stock automatically converted into Common Stock on a 1-for-1.23 basis without payment of further consideration and has no expiration date.

9. Upon the closing of the Issuer's initial public offering, each share of Series D Convertible Preferred Stock automatically converted into Common Stock on a one-for-one basis (without payment of further consideration and with no expiration date) plus an additional 5,837 incremental shares as a result of an adjustment as provided for in the Company's certificate of incorporation.

10. Upon the closing of the Issuer's initial public offering, each share of Series D Convertible Preferred Stock automatically converted into Common Stock on a one-for-one basis (without payment of further consideration and with no expiration date) plus an additional 2,000 incremental shares as a result of an adjustment as provided for in the Company's certificate of incorporation.

11. Upon the closing the Issuer's initial public offering, TVM VI exercised their warrants with cash to purchase common stock.

12. Upon the closing the Issuer's initial public offering, TVM VI LP exercised their warrants with cash to purchase common stock.

13. TVM VI had a 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 ceased to be exercisable upon the initial filing of the Issuer's registration statement for its initial public offering, and terminated upon the completion of the Issuer's initial public offering of Common Stock. Each share of Series D Preferred Stock issuable upon exercise of the right to purchase would have been convertible into shares of the Issuer's common stock as described in footnote (9) above.

14. TVM VI LP had a 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 ceased to be exercisable upon the initial filing of the Issuer's registration statement for its initial public offering, and terminated upon the completion of the Issuer's initial public offering of Common Stock. Each share of Series D Preferred Stock issuable upon exercise of the right to purchase would have been convertible into shares of the Issuer's common stock as described in footnote (10) above.

	/s/ Rolf Stark by power of attorney for Hubert Birner	10/29/2014
	** Signature of Reporting Person	Date
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