| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/02/2017 |
3. Issuer Name and Ticker or Trading Symbol
PROTEON THERAPEUTICS INC [ PRTO ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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 | 877,799 | I | Through Deerfield Private Design Fund III, L.P.(1)(2)(3) |
| Common Stock | 149,676 | I | Through Deerfield Special Situations Fund, L.P.(1)(2)(3) |
| Common Stock | 110,557 | I | Through Deerfield International Master Fund, L.P.(1)(2)(3) |
| Common Stock | 86,867 | I | Through Deerfield Partners, L.P.(1)(2)(3) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
| Series A Convertible Preferred Stock | (4) | (4) | Common Stock | 16,082,018 | (4) | I | Through Deerfield Private Design Fund IV, L.P.(1)(2)(3) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. 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"). |
| 2. 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. |
| 3. 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. |
| 4. 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. |
| Remarks: |
| Jonathan Leff, a partner in Deerfield Management Company, serves as a director of the Issuer. Please see Joint Filer Information Statement attached as Exhibit 99 hereto. Exhibit List Exhibit 24 - Power of Attorney Exhibit 99 - Joint Filer Information Statement |
| /s/ Jonathan Isler, Attorney-in-Fact | 08/04/2017 | |
| ** 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 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
Exhibit 24
POWER OF ATTORNEY
Know all by these presents, each of the undersigned hereby constitutes and appoints each of Jonathan Isler, and David J. Clark, each signing singly, the undersigned’s true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned (i) Forms 3, 4 and 5 (and all amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder and (ii) reports on Schedule 13G and Schedule 13D (and all amendments thereto) in accordance with Section 13 of the Exchange Act and the rules thereunder, in each case with respect to the beneficial ownership of securities by the undersigned;
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 or Schedule 13G or Schedule 13D, complete and execute any amendment or amendments thereto, and file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with Section 13 or Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, each the undersigned has caused this Power of Attorney to be executed as of this 4th day of August, 2017.
| DEERFIELD MGMT, L.P. | ||
| By: | J.E. Flynn Capital, LLC, General Partner | |
| By: | /s/ James E. Flynn | |
| James E. Flynn, President | ||
| DEERFIELD PARTNERS, L.P. | ||
| By: | Deerfield Mgmt, L.P., General Partner | |
| By: | J.E. Flynn Capital, LLC, General Partner | |
| By: | /s/ James E. Flynn | |
| James E. Flynn, President | ||
| DEERFIELD SPECIAL SITUATIONS FUND, L.P. | ||
| By: | Deerfield Mgmt, L.P., General Partner | |
| By: | J.E. Flynn Capital, LLC, General Partner | |
| By: | /s/ James E. Flynn | |
James E. Flynn, President |
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| DEERFIELD PRIVATE DESIGN FUND, L.P. | ||
| By: | Deerfield Mgmt, L.P., General Partner | |
| By: | J.E. Flynn Capital, LLC, General Partner | |
| By: | /s/ James E. Flynn | |
| James E. Flynn, President | ||
| DEERFIELD PRIVATE DESIGN INTERNATIONAL, L.P. | ||
| By: | Deerfield Mgmt, L.P., General Partner | |
| By: | J.E. Flynn Capital, LLC, General Partner | |
| By: | /s/ James E. Flynn | |
| James E. Flynn, President | ||
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DEERFIELD PDI FINANCING II, L.P. | ||
| By: | Deerfield Mgmt, L.P., General Partner | |
| By: | J.E. Flynn Capital, LLC, General Partner | |
| By: | /s/ James E. Flynn | |
| James E. Flynn, President | ||
| DEERFIELD PRIVATE DESIGN FUND II, L.P. | ||
| By: | Deerfield Mgmt, L.P., General Partner | |
| By: | J.E. Flynn Capital, LLC, General Partner | |
| By: | /s/ James E. Flynn | |
| James E. Flynn, President | ||
| DEERFIELD PRIVATE DESIGN INTERNATIONAL II, L.P. | ||
| By: | Deerfield Mgmt, L.P., General Partner | |
| By: | J.E. Flynn Capital, LLC, General Partner | |
| By: | /s/ James E. Flynn | |
| James E. Flynn, President | ||
| DEERFIELD INTERNATIONAL MASTER FUND, L.P. | ||
| By: | Deerfield Mgmt, L.P., General Partner | |
| By: | J.E. Flynn Capital, LLC, General Partner | |
| By: | /s/ James E. Flynn | |
| James E. Flynn, President | ||
| DEERFIELD MANAGEMENT COMPANY, L.P. | ||
| By: | Flynn Management LLC, General Partner | |
| By: | /s/ James E. Flynn | |
| James E. Flynn, President | ||
| DEERFIELD PRIVATE DESIGN FUND III, L.P. | ||
| By: | Deerfield Mgmt III, L.P., General Partner | |
| By: | J.E. Flynn Capital III, LLC, General Partner | |
| By: | /s/ James E. Flynn | |
| James E. Flynn, President | ||
| DEERFIELD MGMT III, L.P. | ||
| By: | J.E. Flynn Capital III, LLC, General Partner | |
| By: | /s/ James E. Flynn | |
| James E. Flynn, President | ||
DEERFIELD PRIVATE DESIGN FUND IV, L.P. |
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| By: | Deerfield Mgmt IV, L.P., General Partner | |
| By: | J.E. Flynn Capital IV, LLC, General Partner | |
| By: | /s/ James E. Flynn | |
| James E. Flynn, President | ||
| DEERFIELD MGMT IV, L.P. | ||
| By: | J.E. Flynn Capital IV, LLC, General Partner | |
| By: | /s/ James E. Flynn | |
| James E. Flynn, President | ||
| DEERFIELD HEALTHCARE INNOVATIONS FUND, L.P. | ||
| By: | Deerfield Mgmt HIF, L.P., General Partner | |
| By: | J.E. Flynn Capital HIF LLC, General Partner | |
| By: | /s/ James E. Flynn | |
| James E. Flynn, President | ||
DEERFIELD MGMT HIF, L.P.
| By: | J.E. Flynn Capital HIF LLC, General Partner | |
| By: | /s/ James E. Flynn | |
| James E. Flynn, President |
| BREAKING STICK HOLDINGS, LLC | ||
| By: | Deerfield Management Company, L.P., Manager | |
| By: | Flynn Management LLC, General Partner | |
| By: | /s/ James E. Flynn | |
| James E. Flynn, President | ||
JAMES E. FLYNN
/s/ James E. Flynn
Exhibit 99
Joint Filer Information
| Names: | Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P., Deerfield International Master Fund, L.P., Deerfield Private Design Fund III, L.P., Deerfield Private Design Fund IV, L.P., Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P. and Deerfield Management Company, L.P. |
| Address: |
780 Third Avenue, 37th Floor New York, NY 10017 |
| Designated Filer: | James E. Flynn |
| Issuer and Ticker Symbol: | Proteon Therapeutics, Inc. [PRTO] |
| Date of Event Requiring Statement: | August 2, 2017 |
The undersigned, Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P., Deerfield International Master Fund, L.P., Deerfield Private Design Fund III, L.P., Deerfield Private Design Fund IV, L.P., Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P. and Deerfield Management Company, L.P., are jointly filing the attached Initial Statement of Beneficial Ownership on Form 3 with James E. Flynn with respect to the beneficial ownership of securities of Proteon Therapeutics, Inc.
Signatures:
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DEERFIELD SPECIAL SITUATIONS FUND, L.P.
By: Deerfield Mgmt, L.P., General Partner
By: J.E. Flynn Capital, LLC, General Partner
By: /s/ Jonathan Isler Jonathan Isler, Attorney-In-Fact
DEERFIELD PARTNERS, L.P.
By: Deerfield Mgmt, L.P., General Partner
By: J.E. Flynn Capital, LLC, General Partner
By: /s/ Jonathan Isler Jonathan Isler, Attorney-In-Fact
DEERFIELD INTERNATIONAL MASTER FUND, L.P.
By: Deerfield Mgmt, L.P., General Partner
By: J.E. Flynn Capital, LLC, General Partner
By: /s/ Jonathan Isler Jonathan Isler, Attorney-In-Fact |
DEERFIELD PRIVATE DESIGN FUND III, L.P.
By: Deerfield Mgmt III, L.P., General Partner
By: J.E. Flynn Capital III, LLC, General Partner
By: /s/ Jonathan Isler Jonathan Isler, Attorney-In-Fact
DEERFIELD PRIVATE DESIGN FUND IV, L.P.
By: Deerfield Mgmt IV, L.P., General Partner
By: J.E. Flynn Capital IV, LLC, General Partner
By: /s/ Jonathan Isler Jonathan Isler, Attorney-In-Fact
DEERFIELD MGMT, L.P.
By: J.E. Flynn Capital, LLC, its General Partner
By: /s/ Jonathan Isler Jonathan Isler, Attorney-In-Fact
DEERFIELD MGMT III, L.P.
By: J.E. Flynn Capital III, LLC, its General Partner
By: /s/ Jonathan Isler Jonathan Isler, Attorney-In-Fact
DEERFIELD MGMT IV, L.P.
By: J.E. Flynn Capital IV, LLC, its General Partner
By: /s/ Jonathan Isler Jonathan Isler, Attorney-In-Fact |
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DEERFIELD MANAGEMENT COMPANY, L.P.
By: Flynn Management LLC, General Partner
By: /s/ Jonathan Isler Jonathan Isler, Attorney-In-Fact |