X0206 3 2015-07-15 0 0001290149 ProNAi Therapeutics Inc DNAI 0001397906 CHA ALBERT C/O VIVO CAPITAL 575 HIGH STREET, SUITE 201 PALO ALTO CA 94301 1 0 1 0 Series D Preferred Stock Common Stock 2064308 I By Vivo Ventures Fund VII, L.P. Series D Preferred Stock Common Stock 44991 I By Vivo Ventures VII Affiliates Fund, L.P. Each share of the issuer's Series D Preferred Stock will automatically convert into 1 share of the issuer's Common Stock immediately upon the closing of the issuer's initial public offering and has no expiration date. The reporting person is one of the managing members of Vivo Ventures VII, LLC ("VV LLC"), which is the general partner of Vivo Ventures Fund VII, L.P. ("VVF"), the record holder of the securities, and may be deemed to share voting and dispositive power over the securities held by VVF. 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. The reporting person is one of the managing members of VV LLC, which is the general partner of Vivo Ventures VII Affiliates Fund, L.P. ("VVAF"), the record holder of the securities, and may be deemed to share voting and dispositive power over the securities held by VVAF. 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. /s/ Sukhi Jagpal as attorney-in-fact for Albert Cha, M.D., Ph.D. 2015-07-15