SEC FORM 4/A 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*
TVM Life Science Ventures VI GmbH & Co KG

(Last) (First) (Middle)
C/O TVM CAPITAL GROUP
OTTOSTRASSE 4

(Street)
MUNICH 2M 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)
06/22/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
06/26/2017
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock(1) $0.9949 06/22/2017 P 372(2) (3) (4) Common Stock, $0.001 par value 373,907(5) $1,000 500 D
1. Name and Address of Reporting Person*
TVM Life Science Ventures VI GmbH & Co KG

(Last) (First) (Middle)
C/O TVM CAPITAL GROUP
OTTOSTRASSE 4

(Street)
MUNICH 2M 80333

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TVM Life Science Ventures VI LP

(Last) (First) (Middle)
C/O TVM CAPITAL GROUP
OTTOSTRASSE 4

(Street)
MUNICH 2M 80333

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Birner Hubert

(Last) (First) (Middle)
C/O TVM CAPITAL GROUP
OTTOSTRASSE 4

(Street)
MUNICH 2M 80333

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Fischer Stefan

(Last) (First) (Middle)
C/O TVM CAPITAL GROUP
OTTOSTRASSE 4

(Street)
MUNICH 2M 80333

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SCHUHSLER HELMUT

(Last) (First) (Middle)
C/O TVM CAPITAL GROUP
OTTOSTRASSE 4

(Street)
MUNICH 2M 80333

(City) (State) (Zip)
Explanation of Responses:
1. This amendment to the original Form 4 does not amend any item originally reported in Table II and the first line item of Table II is restated in this amendment for the sole purpose of gaining access to the electronic filing system; footnotes relating to such first line item are included for completeness and have not been amended. This amendment is made by the Reporting Persons solely to include the power of attorney attached hereto as Exhibit 24.
2. The shares are directly held by TVM Life Science Ventures VI GMBH & Co. KG ("TVM VI"). Hubert Birner ("Birner"), Stefan Fischer ("Fischer"), and Helmut Schuhsler ("Schuhsler") are members of the investment committee of TVM Life Science 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. TVM VI Management, Birner, Schuhsler and Fischer each disclaim beneficial ownership of the shares held by TVM VI, except to the extent of any pecuniary interest therein, if any. Birner is a director of the issuer.
3. The Series A convertible preferred stock (the "Series A Stock") is convertible, at the option of the holder, into Proteon Therapeutics Inc. common stock, $0.01 par value per share (the "Common Stock"), at a price per share equal to $0.9949.
4. The Series A Stock has no expiration date.
5. The certificate of designations for the Series A Stock contains a provision prohibiting conversion to the extent that upon conversion the holder, together with its affiliates and any "group" members, would beneficially own in excess of 9.985% of the number of shares of Common Stock then outstanding.
Remarks:
/s/ Stefan Fischer, Director of TVM Life Science Ventures VI LLC, general partner of TVM Life Science Ventures Management VI L.P., managing limited partner of TVM Life Science Ventures VI GMBH & Co. KG 06/30/2017
/s/ Stefan Fischer, Director of TVM Life Science Ventures VI LLC, general partner of TVM Life Science Ventures Management VI L.P., managing limited partner of TVM Life Science Ventures VI L.P. 06/30/2017
/s/ Stefan Fischer, by power of attorney for Hubert Birner 06/30/2017
/s/ Stefan Fischer 06/30/2017
/s/ Stefan Fischer, by power of attorney for Helmut Schuhsler 06/30/2017
** 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 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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POWER OF ATTORNEY



 KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby

constitutes and appoints Josef Moosholzer, Stefan Fischer and Sascha Berger, and each of

them, with full power to act without the others, his or her true and lawful attorney-in-fact,

with full power of substitution, to sign any and all instruments, certificates and documents

that may be necessary, desirable or appropriate to be executed on behalf of himself as an

individual or in his or her capacity as a direct or indirect general partner, director, officer or

manager of any partnership, corporation or limited liability company, pursuant to section 13

or 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any

and all regulations promulgated thereunder, and to file the same, with all exhibits thereto,

and any other documents in connection therewith, with the Securities and Exchange

Commission, and with any other entity when and if such is mandated by the Exchange Act

or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full

power and authority to do and perform each and every act and thing necessary, desirable or

appropriate, fully to all intents and purposes as he or she might or could do in person,

thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes, may

lawfully do or cause to be done by virtue hereof.



IN WITNESS WHEREOF, this Power of Attorney has been signed as of

 the 29th day of June, 2017.





/s/ Hubert Birner

Hubert Birner



/s/ Stefan Fischer

Stefan Fischer



/s/ Helmut Schuhsler

Helmut Schuhsler











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