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^*

Vitangcol Alvin

(Last)

(First)

(Middle)

C/O CAPITAL MIDWEST FUND

10556 N PORT WASHINGTON RD., STE. 201

(Street)

MEQUON

53092

(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
	Officer (give title below)	Other (specify below)

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		471,242	A	⁽¹⁾	471,242	I	By Capital Midwest Fund II, L.P.⁽²⁾
Common Stock	07/21/2015		C		287,631	A	⁽³⁾	758,873	I	By Capital Midwest Fund II, L.P.⁽²⁾
Common Stock	07/21/2015		J⁽⁴⁾		39,889	A	$5.215	798,762	I	By Capital Midwest Fund II, L.P.⁽²⁾

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 C Preferred Stock Warrant (right to buy)	⁽⁵⁾	07/21/2015		X			126,558	⁽⁵⁾	⁽⁵⁾	Series C Preferred Stock	126,558	$5.215⁽⁶⁾	0	I	By Capital Midwest Fund II, L.P.⁽²⁾
Series C Preferred Stock	⁽¹⁾	07/21/2015		X		126,558		⁽¹⁾	⁽¹⁾	Common Stock	126,558	⁽¹⁾	510,066	I	By Capital Midwest Fund II, L.P.⁽²⁾
Series C Preferred Stock	⁽¹⁾	07/21/2015		F			38,824⁽⁷⁾	⁽¹⁾	⁽¹⁾	Common Stock	38,824	⁽¹⁾	471,242	I	By Capital Midwest Fund II, L.P.⁽²⁾
Series C Preferred Stock	⁽¹⁾	07/21/2015		C			471,242	⁽¹⁾	⁽¹⁾	Common Stock	471,242	⁽¹⁾	0	I	By Capital Midwest Fund II, L.P.⁽²⁾
Series D Preferred Stock	⁽³⁾	07/21/2015		C			287,631	⁽³⁾	⁽³⁾	Common Stock	287,631	⁽³⁾	0	I	By Capital Midwest Fund II, L.P.⁽²⁾

Explanation of Responses:

1. 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 firm commitment initial public offering ("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 a managing member of Capital Midwest Advisors II, LLC, which is the general partner of Capital Midwest Fund II, L.P. ("CMF II"), the record holder of the securities, and may be deemed to share voting and dispositive power over the securities held by CMF II. 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.

3. 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 firm commitment IPO pursuant to the Registration Statement, and had no expiration date.

4. Represents shares of Common Stock issued in payment of cumulative accrued dividends.

5. 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.

6. 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.

7. Represents the number of shares that were withheld by the issuer in satisfaction of the exercise price of the warrant and does not represent a sale of securities by the reporting person.

Remarks:

	/s/ Sukhi Jagpal as attorney-in-fact for Alvin Vitangcol	07/21/2015
	** 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).
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