X0306 4 2014-10-27 0 0001359931 PROTEON THERAPEUTICS INC PRTO 0001599744 TVM Life Science Ventures VI GmbH & Co KG C/O TVM CAPITAL GROUP OTTOSTRASSE 4 MUNICH 2M 80333 GERMANY 0 0 1 0 0001398596 Fischer Stefan C/O TVM CAPITAL GROUP OTTOSTRASSE 4 MUNICH 2M 80333 GERMANY 0 0 1 0 0001397372 Goll Alexandra C/O TVM CAPITAL GROUP OTTOSTRASSE 4 MUNICH 2M 80333 GERMANY 0 0 1 0 0001133921 SCHUHSLER HELMUT C/O TVM CAPITAL GROUP OTTOSTRASSE 4 MUNICH 2M 80333 GERMANY 0 0 1 0 0001318584 TVM Life Science Ventures VI LP C/O TVM CAPITAL GROUP OTTOSTRASSE 4 MUNICH 2M 80333 GERMANY 0 0 1 0 Common Stock 2014-10-27 4 P 0 223410 10.00 A 223410 D Common Stock 2014-10-27 4 P 0 76590 10.00 A 300000 I By TVM Life Science Ventures VI, L.P. Common Stock 2014-10-27 4 C 0 1107154 A 1407154 D Common Stock 2014-10-27 4 C 0 379462 A 1786616 I By TVM Life Science Ventures VI, L.P. Common Stock 2014-10-27 4 X 0 116511 4.6023 A 1903127 D Common Stock 2014-10-27 4 X 0 39932 4.6023 A 1943059 I By TVM Life Science Ventures VI, L.P. Series A Convertible Preferred Stock 2014-10-27 4 C 0 4468482 0 D Common Stock 335680 0 D Series A Convertible Preferred Stock 2014-10-27 4 C 0 1531518 0 D Common Stock 115051 0 I By TVM Life Science Ventures VI, L.P. Series A-1 Convertible Preferred Stock 2014-10-27 4 C 0 2092735 0 D Common Stock 160779 0 D Series A-1 Convertible Preferred Stock 2014-10-27 4 C 0 717260 0 D Common Stock 55105 0 I By TVM Life Science Ventures VI, L.P. Series B Convertible Preferred Stock 2014-10-27 4 C 0 2436618 0 D Common Stock 189063 0 D Series B Convertible Preferred Stock 2014-10-27 4 C 0 835121 0 D Common Stock 64799 0 I By TVM Life Science Ventures VI, L.P. Series C Convertible Preferred Stock 2014-10-27 4 C 0 2331391 0 D Common Stock 180898 0 D Series C Convertible Preferred Stock 2014-10-27 4 C 0 799043 0 D Common Stock 61999 0 I By TVM Life Science Ventures VI, L.P. Series D Convertible Preferred Stock 2014-10-27 4 C 0 3727823 0 D Common Stock 234897 0 D Series D Convertible Preferred Stock 2014-10-27 4 C 0 1277663 0 D Common Stock 80508 0 I By TVM Life Science Ventures VI, L.P. Warrants (Right to Buy) 4.6023 2014-10-27 4 X 0 116511 0 D Common Stock 116511 0 D Warrants (Right to Buy) 4.6023 2014-10-27 4 X 0 39932 0 D Common Stock 39932 0 I By TVM Life Science Ventures VI, L.P. Option (Right to Purchase) 2014-10-27 4 J 0 1316683 D Series D Convertible Preferred Stock 82966 0 D Option (Right to Purchase) 2014-10-27 4 J 0 451276 D Series D Convertible Preferred Stock 28455 0 I By TVM Life Science Ventures VI, L.P. These shares were purchased in connection with the Issuer's initial public offering of Common Stock. The shares are directly held by TVM Life Science Ventures VI GMBH & Co. KG ("TVM VI"). Hubert Birner ("Birner"), Alexandra Goll ("Goll"), Helmut Schuhsler ("Schuhsler") and Stefan Fischer ("Fischer") are members of the investment committee of TVM Life Science Ventures 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. Fischer, Goll and Schuhsler each disclaim beneficial ownership of the shares held by TVM VI, except to the extent of any pecuniary interest therein, if any. The shares are directly held by TVM Life Science Ventures VI L.P. ("TVM VI LP"). Birner, Goll, Schuhsler, Fischer and Polack are members of the investment committee of TVM VI Management, a special limited partner of TVM VI LP, with voting and dispositive power over the shares held by TVM VI LP. TVM VI Management, Fischer, Goll and Schuhsler each disclaim beneficial ownership of the shares held by TVM VI LP, except to the extent of any pecuniary interest therein, if any. Upon the closing of the Issuer's initial public offering, each share of Series A Convertible Preferred Stock automatically converted into Common Stock on a 1-for-1.19 basis without payment of further consideration and with no expiration date. Reflects a 1-for-15.87 reverse stock split effected on October 6, 2014. Upon the closing of the Issuer's initial public offering, each share of Series A-1 Convertible Preferred Stock automatically converted into Common Stock on a 1-for-1.22 basis without payment of further consideration and has no expiration date. Upon the closing of the Issuer's initial public offering, each share of Series B Convertible Preferred Stock automatically converted into Common Stock on a 1-for-1.23 basis without payment of further consideration and has no expiration date. Upon the closing of the Issuer's initial public offering, each share of Series C Convertible Preferred Stock automatically converted into Common Stock on a 1-for-1.23 basis without payment of further consideration and has no expiration date. Upon the closing of the Issuer's initial public offering, each share of Series D Convertible Preferred Stock automatically converted into Common Stock on a one-for-one basis (without payment of further consideration and with no expiration date) plus an additional 5,837 incremental shares as a result of an adjustment as provided for in the Company's certificate of incorporation. Upon the closing of the Issuer's initial public offering, each share of Series D Convertible Preferred Stock automatically converted into Common Stock on a one-for-one basis (without payment of further consideration and with no expiration date) plus an additional 2,000 incremental shares as a result of an adjustment as provided for in the Company's certificate of incorporation. Upon the closing the Issuer's initial public offering, TVM VI exercised their warrants with cash to purchase common stock. Upon the closing the Issuer's initial public offering, TVM VI LP exercised their warrants with cash to purchase common stock. TVM VI had a right to purchase shares of Series D Convertible Preferred Stock under the Series D Purchase Agreement at a price of $0.588656, which right to purchase ceased to be exercisable upon the initial filing of the Issuer's registration statement for its initial public offering, and terminated upon the completion of the Issuer's initial public offering of Common Stock. Each share of Series D Preferred Stock issuable upon exercise of the right to purchase would have been convertible into shares of the Issuer's common stock as described in footnote (9) above. TVM VI LP had a right to purchase shares of Series D Convertible Preferred Stock under the Series D Purchase Agreement at a price of $0.588656, which right to purchase ceased to be exercisable upon the initial filing of the Issuer's registration statement for its initial public offering, and terminated upon the completion of the Issuer's initial public offering of Common Stock. Each share of Series D Preferred Stock issuable upon exercise of the right to purchase would have been convertible into shares of the Issuer's common stock as described in footnote (10) above. TVM Life Science Ventures VI GMBH & Co. KG /s/ Josef Moosholzer, Treasurer of Techno Ventures Management LLC, general partner of TVM Life Science Ventures Management VI L.P., managing limited partner of TVM Life Science Ventures VI GMBH & Co. KG 2014-10-29 TVM Life Science Ventures VI L.P /s/ Josef Moosholzer, Treasurer of Techno Ventures Management LLC, general partner of TVM Life Science Ventures Management VI L.P., managing limited partner of TVM Life Science Ventures VI L.P 2014-10-29 /s/ Rolf Starck by power of attorney for Stefan Fischer 2014-10-29 /s/ Rolf Starck by power of attorney for Alexandra Goll 2014-10-29 /s/ Rolf Starck by power of attorney for Helmut Schuhsler 2014-10-29