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^*

Parfet Donald R

(Last)

(First)

(Middle)

C/O PRONAI THERAPEUTICS, INC.

2150 ? 885 WEST GEORGIA ST.

(Street)

VANCOUVER

V6C 3E8

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ProNAi Therapeutics Inc [ DNAI ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
07/21/2015

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	07/21/2015		C		345	A	⁽¹⁾	589	I	By Apjohn Group, LLC⁽²⁾
Common Stock	07/21/2015		C		67,112	A	⁽³⁾	67,112	I	By Apjohn Ventures Annex Fund LP⁽⁴⁾
Common Stock	07/21/2015		C		59,225	A	⁽⁵⁾	126,337	I	By Apjohn Ventures Annex Fund LP⁽⁴⁾
Common Stock	07/21/2015		C		11,505	A	⁽⁶⁾	137,842	I	By Apjohn Ventures Annex Fund LP⁽⁴⁾
Common Stock	07/21/2015		J⁽⁷⁾		4,413	A	$5.215	142,255	I	By Apjohn Ventures Annex Fund LP⁽⁴⁾
Common Stock	07/21/2015		C		30,093	A	⁽¹⁾	57,475	I	By Apjohn Ventures Fund, LP⁽⁸⁾
Common Stock	07/21/2015		C		170,538	A	⁽⁹⁾	228,013	I	By Apjohn Ventures Fund, LP⁽⁸⁾
Common Stock	07/21/2015		C		516,203	A	⁽³⁾	744,216	I	By Apjohn Ventures Fund, LP⁽⁸⁾
Common Stock	07/21/2015		C		24,277	A	⁽⁵⁾	768,493	I	By Apjohn Ventures Fund, LP⁽⁸⁾
Common Stock	07/21/2015		J⁽⁷⁾		1,552	A	$5.215	770,045	I	By Apjohn Ventures Fund, LP⁽⁸⁾
Common Stock	07/21/2015		C		4,970	A	⁽¹⁾	4,970	I	By wife
Common Stock	07/21/2015		C		26,604	A	⁽⁹⁾	26,604	I	By Ann VanDeWater Parfet 2006 Revocable Trust, Dated May 5, 2006⁽¹⁰⁾
Common Stock	07/21/2015		C		121,242	A	⁽³⁾	147,846	I	By Ann VanDeWater Parfet 2006 Revocable Trust, Dated May 5, 2006⁽¹⁰⁾
Common Stock	07/21/2015		C		65,938	A	⁽⁵⁾	213,784	I	By Ann VanDeWater Parfet 2006 Revocable Trust, Dated May 5, 2006⁽¹⁰⁾
Common Stock	07/21/2015		J⁽⁷⁾		4,119	A	$5.215	217,903	I	By Ann VanDeWater Parfet 2006 Revocable Trust, Dated May 5, 2006⁽¹⁰⁾
Common Stock	07/21/2015		C		344	A	⁽¹⁾	344	I	By Donald R. Parfet 2006 Trust, Dated May 1, 2006⁽¹¹⁾
Common Stock	07/21/2015		C		211,036	A	⁽⁹⁾	211,380	I	By Donald R. Parfet 2006 Trust, Dated May 1, 2006⁽¹¹⁾
Common Stock	07/21/2015		C		142,422	A	⁽³⁾	353,802	I	By Donald R. Parfet 2006 Trust, Dated May 1, 2006⁽¹¹⁾
Common Stock	07/21/2015		C		51,830	A	⁽¹⁾	51,830	I	By Palmero Group LLC⁽¹²⁾
Common Stock	07/21/2015		C		13,130	A	⁽⁵⁾	64,960	I	By Palmero Group LLC⁽¹²⁾
Common Stock	07/21/2015		J⁽⁷⁾		819	A	$5.215	65,779	I	By Palmero Group LLC⁽¹²⁾
Common Stock								69,848	D

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 Preferred Stock	⁽¹⁾	07/21/2015		C			307	⁽¹⁾	⁽¹⁾	Common Stock	345	⁽¹⁾	0	I	By Apjohn Group, LLC⁽²⁾
Series B-1 Preferred Stock	⁽³⁾	07/21/2015		C			67,112	⁽³⁾	⁽³⁾	Common Stock	67,112	⁽³⁾	0	I	By Apjohn Ventures Annex Fund LP⁽⁴⁾
Series C Preferred Stock	⁽⁵⁾	07/21/2015		C			59,225	⁽⁵⁾	⁽⁵⁾	Common Stock	59,225	⁽⁵⁾	0	I	By Apjohn Ventures Annex Fund LP⁽⁴⁾
Series D Preferred Stock	⁽⁶⁾	07/21/2015		C			11,505	⁽⁶⁾	⁽⁶⁾	Common Stock	11,505	⁽⁶⁾	0	I	By Apjohn Ventures Annex Fund LP⁽⁴⁾
Series A Preferred Stock	⁽¹⁾	07/21/2015		C			26,728	⁽¹⁾	⁽¹⁾	Common Stock	30,093	⁽¹⁾	0	I	By Apjohn Ventures Fund, LP⁽⁸⁾
Series B Preferred Stock	⁽⁹⁾	07/21/2015		C			153,485	⁽⁹⁾	⁽⁹⁾	Common Stock	170,538	⁽⁹⁾	0	I	By Apjohn Ventures Fund, LP⁽⁸⁾
Series B-1 Preferred Stock Warrant (right to buy)	⁽¹³⁾	07/21/2015		X			265,536	⁽¹³⁾	⁽¹³⁾	Series B-1 Preferred Stock	265,536	$2.608⁽¹⁴⁾	0	I	By Apjohn Ventures Fund, LP⁽⁸⁾
Series B-1 Preferred Stock	⁽³⁾	07/21/2015		X		265,536		⁽³⁾	⁽³⁾	Common Stock	265,536	⁽³⁾	553,162	I	y Apjohn Ventures Fund, LP⁽⁸⁾
Series B-1 Preferred Stock	⁽³⁾	07/21/2015		F			40,729⁽¹⁵⁾	⁽³⁾	⁽³⁾	Common Stock	40,729	⁽³⁾	512,433	I	By Apjohn Ventures Fund, LP⁽⁸⁾
Series B-1 Preferred Stock Warrant (right to buy)	⁽¹³⁾	07/21/2015		X			6,711	⁽¹³⁾	⁽¹³⁾	Series B-1 Preferred Stock	6,711	$7.45⁽¹⁴⁾	0	I	By Apjohn Ventures Fund, LP⁽⁸⁾
Series B-1 Preferred Stock	⁽³⁾	07/21/2015		X		6,711		⁽³⁾	⁽³⁾	Common Stock	6,711	⁽³⁾	519,144	I	By Apjohn Ventures Fund, LP⁽⁸⁾
Series B-1 Preferred Stock	⁽³⁾	07/21/2015		F			2,941	⁽³⁾	⁽³⁾	Common Stock	2,941	⁽³⁾	516,203	I	By Apjohn Ventures Fund, LP⁽⁸⁾
Series B-1 Preferred Stock	⁽³⁾	07/21/2015		C			516,203	⁽³⁾	⁽³⁾	Common Stock	516,203	⁽³⁾	0	I	By Apjohn Ventures Fund, LP⁽⁸⁾
Series C Preferred Stock Warrant (right to buy)	⁽¹³⁾	07/21/2015		X			719	⁽¹³⁾	⁽¹³⁾	Series C Preferred Stock	719	$5.215⁽¹⁴⁾	0	I	By Apjohn Ventures Fund, LP⁽⁸⁾
Series C Preferred Stock	⁽⁵⁾	07/21/2015		X		719		⁽⁵⁾	⁽⁵⁾	Common Stock	719	⁽⁵⁾	24,498	I	By Apjohn Ventures Fund, LP⁽⁸⁾
Series C Preferred Stock	⁽⁵⁾	07/21/2015		F			221	⁽⁵⁾	⁽⁵⁾	Common Stock	221	⁽⁵⁾	24,277	I	By Apjohn Ventures Fund, LP⁽⁸⁾
Series C Preferred Stock	⁽⁵⁾	07/21/2015		C			24,277	⁽⁵⁾	⁽⁵⁾	Common Stock	24,277	⁽⁵⁾	0	I	By Apjohn Ventures Fund, LP⁽⁸⁾
Series A Preferred Stock	⁽¹⁾	07/21/2015		C			4,415	⁽¹⁾	⁽¹⁾	Common Stock	4,970	⁽¹⁾	0	I	By wife
Series B Preferred Stock	⁽⁹⁾	07/21/2015		C			23,944	⁽⁹⁾	⁽⁹⁾	Common Stock	26,604	⁽⁹⁾	0	I	By Ann VanDeWater Parfet 2006 Revocable Trust, Dated May 5, 2006⁽¹⁰⁾
Series B-1 Preferred Stock	⁽³⁾	07/21/2015		C			121,242	⁽³⁾	⁽³⁾	Common Stock	121,242	⁽³⁾	0	I	By Ann VanDeWater Parfet 2006 Revocable Trust, Dated May 5, 2006⁽¹⁰⁾
Series C Preferred Stock	⁽⁵⁾	07/21/2015		C			65,938	⁽⁵⁾	⁽⁵⁾	Common Stock	65,938	⁽⁵⁾	0	I	By Ann VanDeWater Parfet 2006 Revocable Trust, Dated May 5, 2006⁽¹⁰⁾
Series A Preferred Stock	⁽¹⁾	07/21/2015		C			306	⁽¹⁾	⁽¹⁾	Common Stock	344	⁽¹⁾	0	I	By Donald R. Parfet 2006 Trust, Dated May 1, 2006⁽¹¹⁾
Series B Preferred Stock	⁽⁹⁾	07/21/2015		C			189,933	⁽⁹⁾	⁽⁹⁾	Common Stock	211,036	⁽⁹⁾	0	I	By Donald R. Parfet 2006 Trust, Dated May 1, 2006⁽¹¹⁾
Series B-1 Preferred Stock	⁽³⁾	07/21/2015		C			142,422	⁽³⁾	⁽³⁾	Common Stock	142,422	⁽³⁾	0	I	By Donald R. Parfet 2006 Trust, Dated May 1, 2006⁽¹¹⁾
Series A Preferred Stock	⁽¹⁾	07/21/2015		C			46,034	⁽¹⁾	⁽¹⁾	Common Stock	51,830	⁽¹⁾	0	I	By Palmero Group LLC⁽¹²⁾
Series C Preferred Stock	⁽⁵⁾	07/21/2015		C			13,130	⁽⁵⁾	⁽⁵⁾	Common Stock	13,130	⁽⁵⁾	0	I	By Palmero Group LLC⁽¹²⁾

Explanation of Responses:

1. Each share of the issuer's Series A Preferred Stock automatically converted into 1.12593 shares of the issuer's Common Stock on July 21, 2015 in connection with the closing of the issuer's sale of its Common Stock in its firm commitment initial public offering (the "IPO") pursuant to a registration statement on Form S-1 (File No. 333-204921) under the Securities Act of 1933, as amended (the "Registration Statement"), and had no expiration date.

2. The reporting person is the managing member of Apjohn Group, LLC ("AG LLC"), and has sole voting and dispositive power over the shares held by Apjohn Group, LLC. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

3. Each share of the issuer's Series B-1 Preferred Stock automatically converted into 1 share of the issuer's Common Stock on July 21, 2015 in connection with the closing of the issuer's sale of its Common Stock in its IPO pursuant to the Registration Statement, and had no expiration date.

4. The reporting person is a managing member of Apjohn Ventures, LLC ("AV LLC"), which is the general partner of Apjohn Ventures Annex Fund LP ("AVAF"), the record holder of the securities, and may be deemed to share voting and dispositive power over the securities held by AVAF. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

5. Each share of the issuer's Series C Preferred Stock automatically converted into 1 share of the issuer's Common Stock on July 21, 2015 in connection with the closing of the issuer's sale of its Common Stock in its IPO pursuant to the Registration Statement, and had no expiration date.

6. Each share of the issuer's Series D Preferred Stock automatically converted into 1 share of the issuer's Common Stock on July 21, 2015 in connection with the closing of the issuer's sale of its Common Stock in its IPO pursuant to the Registration Statement, and had no expiration date.

7. Represents shares of Common Stock issued by the issuer in payment of cumulative accrued dividends.

8. The reporting person is a managing member of AV LLC, which is the general partner of Apjohn Ventures Fund, LP ("AVF"), the record holder of the securities, and may be deemed to share voting and dispositive power over the securities held by AVF. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

9. Each share of the issuer's Series B Preferred Stock automatically converted into 1.11111 shares of the issuer's Common Stock on July 21, 2015 in connection with the closing of the issuer's sale of its Common Stock in its IPO pursuant to the Registration Statement, and had no expiration date.

10. The reporting person's wife is the trustee of the Ann VanDeWater Parfet 2006 Revocable Trust, Dated May 5, 2006. The reporting person disclaims beneficial ownership of such securities, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

11. The reporting person is the trustee of the Donald R. Parfet 2006 Trust, Dated May 1, 2006.

12. The reporting person is a managing member of Palmero Group LLC, and has sole voting and shared dispositive power over the shares held by Palmero Group LLC. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

13. The warrant is exercisable at any time at the holder's election on a one-for one basis and automatically terminates on the completion of the issuer's initial public offering if not earlier exercised.

14. The warrant has a net exercise provision under which the holder, in lieu of paying the exercise price in cash, can surrender the warrant and receive a net number of shares of preferred stock based on the fair market value of such stock at the time of exercise, after deducting the aggregate exercise price.

15. Represents the number of shares that were withheld by the issuer in satisfaction of the exercise price of the warrants listed in Table II and does not represent a sale of securities by the reporting person.

Remarks:

	/s/ Sukhi Jagpal as attorney-in-fact for Donald Parfet	07/21/2015
	** Signature of Reporting Person	Date
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