UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Proteon Therapeutics, Inc.
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
74371L109
(CUSIP Number)
Rolf Starck
TVM Capital
Ottostrasse 4, 80333 Munich, Germany
(49) 89998992-48
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 27, 2014
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 74371L109 | 13D | Page 2 of 15 Pages |
|
1
|
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
TVM Life Science Ventures VI L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o
(b) o
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3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
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||
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5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
|
|
8
|
SHARED VOTING POWER
1,943,059 shares
|
||
|
9
|
SOLE DISPOSITIVE POWER
0 shares
|
||
|
10
|
SHARED DISPOSITIVE POWER
1,943,059 shares
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,943,059 shares
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
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13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.0%
|
||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
||
| CUSIP No. 74371L109 | 13D | Page 3 of 15 Pages |
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1
|
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
TVM Life Science Ventures VI GmbH & Co. KG
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o
(b) o
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
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||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
|
|
8
|
SHARED VOTING POWER
1,943,059 shares
|
||
|
9
|
SOLE DISPOSITIVE POWER
0 shares
|
||
|
10
|
SHARED DISPOSITIVE POWER
1,943,059 shares
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,943,059 shares
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.0%
|
||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
||
| CUSIP No. 74371L109 | 13D | Page 4 of 15 Pages |
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1
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NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
TVM Life Science Ventures Management VI L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o
(b) o
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
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||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
|
|
8
|
SHARED VOTING POWER
1,943,059 shares
|
||
|
9
|
SOLE DISPOSITIVE POWER
0 shares
|
||
|
10
|
SHARED DISPOSITIVE POWER
1,943,059 shares
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,943,059 shares
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.0%
|
||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
||
| CUSIP No. 74371L109 | 13D | Page 5 of 15 Pages |
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1
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NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Hubert Birner
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||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o
(b) o
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
German citizen
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
|
|
8
|
SHARED VOTING POWER
1,943,059 shares
|
||
|
9
|
SOLE DISPOSITIVE POWER
0 shares
|
||
|
10
|
SHARED DISPOSITIVE POWER
1,943,059 shares
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,943,059 shares
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.0%
|
||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
||
| CUSIP No. 74371L109 | 13D | Page 6 of 15 Pages |
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1
|
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Stefan Fischer
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o
(b) o
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
German citizen
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
|
|
8
|
SHARED VOTING POWER
1,943,059 shares
|
||
|
9
|
SOLE DISPOSITIVE POWER
0 shares
|
||
|
10
|
SHARED DISPOSITIVE POWER
1,943,059 shares
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,943,059 shares
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.0%
|
||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
||
| CUSIP No. 74371L109 | 13D | Page 7 of 15 Pages |
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1
|
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Alexandra Goll
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o
(b) o
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
German citizen
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
|
|
8
|
SHARED VOTING POWER
1,943,059 shares
|
||
|
9
|
SOLE DISPOSITIVE POWER
0 shares
|
||
|
10
|
SHARED DISPOSITIVE POWER
1,943,059 shares
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,943,059 shares
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.0%
|
||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
||
| CUSIP No. 74371L109 | 13D | Page 8 of 15 Pages |
|
1
|
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Helmut Schuhsler
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o
(b) o
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Austrian citizen
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
|
|
8
|
SHARED VOTING POWER
1,943,059 shares
|
||
|
9
|
SOLE DISPOSITIVE POWER
0 shares
|
||
|
10
|
SHARED DISPOSITIVE POWER
1,943,059 shares
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,943,059 shares
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.0%
|
||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
||
| CUSIP No. 74371L109 | 13D | Page 9 of 15 Pages |
Schedule 13D
Item 1. Security and Issuer.
This statement relates to the common stock, $.001 par value (the “Common Stock”) of Proteon Therapeutics, Inc. (the “Issuer”) having its principal executive office at 200 West Street, Waltham, MA 02451.
Item 2. Identity and Background.
This statement is being filed by:
(a) TVM Life Science Ventures VI L.P. (“TVM VI Cayman”);
(b) TVM Life Science Ventures VI GmbH & Co. KG (“TVM VI German”);
(c) TVM Life Science Ventures Management VI L.P. (“TVM VI Management”), which is the managing limited partner of TVM VI Cayman and TVM VI German; and
(d) Hubert Birner (“Birner”), Stefan Fischer (“Fischer”), Alexandra Goll (“Goll”) and Helmut Schuhsler (“Schuhsler”) (collectively, the “Managers”). The Managers are the members of the investment committee of TVM VI Management.
The persons named in this Item 2 are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons.”
The address of the principal business office of each Reporting Person is TVM Capital
Ottostrasse 4, 80333 Munich, Germany.
The principal business of TVM VI Cayman and TVM VI German is to invest in and assist life science growth-oriented businesses located primarily in Europe. The principal business of TVM VI Management is to act as the managing limited partner of TVM VI Cayman and TVM VI German. The principal business of each of the Managers is to act as members of the investment committee of TVM VI Management and a number of affiliated partnerships with similar businesses.
During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
TVM VI Cayman is a exempted limited partnership organized under the laws of the Cayman Islands. TVM VI German is a limited partnership organized under the laws of Germany. TVM VI Management is a limited partnership organized under the laws of the State of Delaware. Birner, Fischer and Goll are each a German citizen and Schuhsler is an Austrian citizen.
Item 3. Source and Amount of Funds or Other Consideration.
On October 21, 2014, the Registration Statement on Form S-1 filed with the Securities and Exchange Commission by the Issuer (File No.333-198777) in connection with its initial public offering of 6,110,000 shares of Common Stock of the Issuer (the “IPO”) was declared effective. The closing of the IPO took place on October 27, 2014, and at such closing TVM VI Cayman purchased an aggregate of 76,590 shares of Common Stock at the IPO price of $10.00 per share (the “IPO Price”). In addition, prior to the IPO, TVM VI Cayman purchased from the Issuer in a series of private transactions 1,531,518 shares of Series A Convertible Preferred Stock (the “TVM VI Cayman Series A
| CUSIP No. 74371L109 | 13D | Page 10 of 15 Pages |
Stock”), 717,260 shares of Series A-1 Convertible Preferred Stock (the “TVM VI Cayman Series A-1 Stock”), 835,121 shares of Series B Convertible Preferred Stock (the “TVM VI Cayman Series B Stock”), 799,043 shares of Series C Convertible Preferred Stock (the “TVM VI Cayman Series C Stock”), 1,277,663 shares of Series D Convertible Preferred Stock (the “TVM VI Cayman Series D Stock”), Warrants (the “TVM VI Cayman Warrants”) to purchase 39,932 shares of Common Stock and Options to purchase 451,276 shares of Series D Convertible Preferred Stock (the “TVM VI Cayman Option Shares” and, collectively with the TVM VI Cayman Series A Stock, TVM VI Cayman Series A-1 Stock, TVM VI Cayman Series B Stock, TVM VI Cayman Series C Stock and TVM VI Cayman Series D Stock, the “TVM VI Cayman Convertible Shares”), for an aggregate purchase price of $5,030,598. Immediately prior to the closing of the IPO, the TVM VI Cayman Convertible Shares automatically converted into 379,462 shares of Common Stock of the Issuer and TVM VI Cayman exercised the TVM VI Cayman Warrants to purchase 39,932 shares of Common Stock of the Issuer. TVM VI Cayman now holds a total of 495,984 shares of the Issuer’s Common Stock (the “TVM VI Cayman Shares”).
At the closing of the IPO, TVM VI German purchased an aggregate of 223,410 shares of Common Stock at the IPO Price. In addition, prior to the IPO, TVM VI German purchased from the Issuer in a series of private transactions 4,468,482 shares of Series A Convertible Preferred Stock (the “TVM VI German Series A Stock”), 2,092,735 shares of Series A-1 Convertible Preferred Stock (the “TVM VI German Series A-1 Stock”), 2,436,618 shares of Series B Convertible Preferred Stock (the “TVM VI German Series B Stock”), 2,331,391 shares of Series C Convertible Preferred Stock (the “TVM VI German Series C Stock”), 3,727,823 shares of Series D Convertible Preferred Stock (the “TVM VI German Series D Stock”), Warrants (the “TVM VI German Warrants”) to purchase 116,511 shares of Common Stock and Options to purchase 1,316,683 shares of Series D Convertible Preferred Stock (the “TVM VI German Option Shares” and, collectively with the TVM VI German Series A Stock, TVM VI German Series A-1 Stock, TVM VI German Series B Stock, TVM VI German Series C Stock and TVM VI German Series D Stock, the “TVM VI German Convertible Shares”), for an aggregate purchase price of $14,677,744. Immediately prior to the closing of the IPO, the TVM VI German Convertible Shares automatically converted into 1,107,154 shares of Common Stock of the Issuer and TVM VI German exercised the TVM VI German Warrants to purchase 116,511 shares of Common Stock of the Issuer. TVM VI German now holds a total of 1,447,075 shares of the Issuer’s Common Stock (the “TVM VI German Shares” and, together with the TVM VI Cayman Shares, the “Total TVM Shares”).
The working capital of TVM VI Cayman was the source of the funds for the purchase of the TVM VI Cayman Shares. No part of the purchase price of the TVM VI Cayman Shares was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the TVM VI Cayman Shares.
The working capital of TVM VI German was the source of the funds for the purchase of the TVM VI German Shares. No part of the purchase price of the TVM VI German Shares was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the TVM VI German Shares.
Item 4. Purpose of Transaction.
TVM VI Cayman acquired the TVM VI Cayman Shares and TVM VI German acquired the TVM VI German Shares for investment purposes. Depending on market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors, TVM VI Cayman, TVM VI German and other Reporting Persons may dispose of or acquire additional shares of the Issuer. Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in:
|
|
(a)
|
The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
|
|
|
(b)
|
An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
|
|
|
(c)
|
A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
|
| CUSIP No. 74371L109 | 13D | Page 11 of 15 Pages |
|
|
(d)
|
Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
|
|
|
(e)
|
Any material change in the present capitalization or dividend policy of the Issuer;
|
|
|
(f)
|
Any other material change in the Issuer’s business or corporate structure;
|
|
|
(g)
|
Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
|
|
|
(h)
|
Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
|
|
|
(i)
|
A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or
|
|
|
(j)
|
Any action similar to any of those enumerated above.
|
Item 5. Interest in Securities of the Issuer.
|
|
(a)
|
TVM VI Cayman is the record owner of the TVM VI Cayman Shares. As the managing limited partner of TVM VI Cayman, TVM VI Management may be deemed to own beneficially the TVM VI Cayman Shares. As the members of the investment committee of TVM VI Management, each of the Managers may be deemed to own beneficially the TVM VI Cayman Shares.
|
|
|
TVM VI German is the record owner of the TVM VI German Shares. As the managing limited partner of TVM VI German, TVM VI Management may be deemed to own beneficially the TVM VI German Shares. As the members of the investment committee of TVM VI Management, each of the Managers may be deemed to own beneficially the TVM VI German Shares.
|
By virtue of their relationship as affiliated entities, whose controlling entities have the same individual controlling persons, each of TVM VI Cayman and TVM VI German may be deemed to share the power to direct the disposition and vote of the Total TVM Shares.
Each Reporting Person disclaims beneficial ownership of the Total TVM Shares other than those shares which such person owns of record.
The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person’s cover sheet. Such percentage was calculated based on the 14,993,903 shares of Common Stock reported to be outstanding immediately after the IPO on the Issuer’s prospectus filed under Rule 424(b)(4), filed with the Securities Exchange Commission on October 22, 2014.
|
|
(b)
|
Regarding the number of shares as to which such person has:
|
|
|
(i)
|
sole power to vote or to direct the vote: See line 7 of cover sheets
|
|
|
(ii)
|
shared power to vote or to direct the vote: See line 8 of cover sheets
|
|
|
(iii)
|
sole power to dispose or to direct the disposition: See line 9 of cover sheets.
|
| CUSIP No. 74371L109 | 13D | Page 12 of 15 Pages |
|
|
(iv)
|
shared power to dispose or to direct the disposition: See line 10 of cover sheets
|
|
|
(c)
|
Except as set forth in Item 3 above, none of the Reporting Persons has effected any transaction in the Common Stock during the last 60 days.
|
|
|
(d)
|
No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, Shares beneficially owned by any of the Reporting Persons.
|
|
|
(e)
|
Not applicable.
|
Item 6. Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer.
TVM VI Cayman and TVM VI German have each entered into a lock-up agreement with the underwriters of the IPO pursuant to which each such Reporting Person has generally agreed, subject to certain exceptions, not to dispose of or hedge any shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock, for a period of 180 days after October 21, 2014 without the consent of Stifel, Nicolaus & Company, Incorporated and JMP Securities LLC, as representatives of the underwriters.
Item 7. Material to be Filed as Exhibits.
|
|
Exhibit 1 – Agreement regarding filing of joint Schedule 13D.
|
Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.
| CUSIP No. 74371L109 | 13D | Page 13 of 15 Pages |
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
EXECUTED this 4th day of November, 2014.
TVM LIFE SCIENCE VENTURES VI L.P.
By: TVM LIFE SCIENCE VENTURES MANAGEMENT VI L.P.,
Managing Limited Partner
By:
Josef Moosholzer
Treasurer
TVM LIFE SCIENCE VENTURES VI GMBH & CO. KG
By: TVM LIFE SCIENCE VENTURES MANAGEMENT VI L.P.,
Managing Limited Partner
By:
Josef Moosholzer
Treasurer
TVM LIFE SCIENCE VENTURES MANAGEMENT VI L.P.
By:
Josef Moosholzer
Treasurer
*
Hubert Birner
*
Stefan Fischer *
Alexandra Goll *
Helmut Schuhsler
__________________________
Rolf Starck
As attorney-in-fact
This Schedule 13D was executed by Rolf Starck on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.
| CUSIP No. 74371L109 | 13D | Page 14 of 15 Pages |
EXHIBIT 1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of stock of Proteon Therapeutics, Inc.
EXECUTED this 4th day of November, 2014.
TVM LIFE SCIENCE VENTURES VI L.P.
By: TVM LIFE SCIENCE VENTURES MANAGEMENT VI L.P.,
Managing Limited Partner
By:
Josef Moosholzer
Treasurer
TVM LIFE SCIENCE VENTURES VI GMBH & CO. KG
By: TVM LIFE SCIENCE VENTURES MANAGEMENT VI L.P.,
Managing Limited Partner
By:
Josef Moosholzer
Treasurer
TVM LIFE SCIENCE VENTURES MANAGEMENT VI L.P.
By:
Josef Moosholzer
Treasurer
*
Hubert Birner
*
Stefan Fischer *
Alexandra Goll *
Helmut Schuhsler
__________________________
Rolf Starck
As attorney-in-fact
This Agreement relating to Schedule 13D was executed by Rolf Starck on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached hereto as Exhibit 2.
| CUSIP No. 74371L109 | 13D | Page 15 of 15 Pages |
EXHIBIT 2
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that each of the undersigned hereby makes, constitutes and appoints Rolf Starck, as the undersigned’s true and lawful attorney-in-fact and agent for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all documents relating to any and all Securities and Exchange Commission filings which may be required, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that such attorney-in-fact may lawfully do or cause to be done by virtue hereof.
This power shall continue in effect until terminated in writing.
By: /s/ Hubert Birner
Dr. Hubert Birner
By: /s/ Alexandra Goll
Dr. Alexandra Goll
By: /s/ Stefan Fischer
Stefan Fischer
By: /s/ Helmut Schuhsler
Helmut Schuhsler
Dated: March 19, 2013