X0206 3 2015-07-15 0 0001290149 ProNAi Therapeutics Inc DNAI 0001305641 Parfet Donald R C/O PRONAI THERAPEUTICS, INC. 2150 ? 885 WEST GEORGIA ST. VANCOUVER A1 V6C 3E8 BRITISH COLUMBIA, CANADA 1 1 0 0 Chairman of the Board Common Stock 69848 D Common Stock 244 I By Apjohn Group, LLC Common Stock 27382 I By Apjohn Ventures Fund, LP Series A Preferred Stock Common Stock 307 I By Apjohn Group, LLC Series B-1 Preferred Stock Common Stock 67112 I By Apjohn Ventures Annex Fund LP Series C Preferred Stock Common Stock 59225 I By Apjohn Ventures Annex Fund LP Series D Preferred Stock Common Stock 11505 I By Apjohn Ventures Annex Fund LP Series A Preferred Stock Common Stock 26728 I By Apjohn Ventures Fund, LP Series B Preferred Stock Common Stock 153485 I By Apjohn Ventures Fund, LP Series B-1 Preferred Stock Common Stock 287626 I By Apjohn Ventures Fund, LP Series C Preferred Stock Common Stock 23779 I By Apjohn Ventures Fund, LP Series B-1 Preferred Stock Warrant (right to buy) 2.608 Series B-1 Preferred Stock 265536 I By Apjohn Ventures Fund, LP Series B-1 Preferred Stock Warrant (right to buy) 7.45 Series B-1 Preferred Stock 6711 I By Apjohn Ventures Fund, LP Series C Preferred Stock Warrant (right to buy) 5.215 Series C Preferred Stock 719 I By Apjohn Ventures Fund, LP Series A Preferred Stock Common Stock 4415 I By wife Series B Preferred Stock Common Stock 23944 I By Ann VanDeWater Parfet 2006 Revocable Trust, Dated May 5, 2006 Series B-1 Preferred Stock Common Stock 121242 I By Ann VanDeWater Parfet 2006 Revocable Trust, Dated May 5, 2006 Series C Preferred Stock Common Stock 65938 I By Ann VanDeWater Parfet 2006 Revocable Trust, Dated May 5, 2006 Series A Preferred Stock Common Stock 306 I By Donald R. Parfet 2006 Trust, Dated May 1, 2006 Series B Preferred Stock Common Stock 189933 I By Donald R. Parfet 2006 Trust, Dated May 1, 2006 Series B-1 Preferred Stock Common Stock 142422 I By Donald R. Parfet 2006 Trust, Dated May 1, 2006 Series A Preferred Stock Common Stock 46034 I By Palmero Group LLC Series C Preferred Stock Common Stock 13130 I By Palmero Group LLC 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. The reporting person is a managing member of Apjohn Ventures, LLC ("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. Each share of the issuer's Series A Preferred Stock will automatically convert into 1.12593 shares of the issuer's Common Stock immediately upon the closing of the issuer's initial public offering ("IPO") and has no expiration date. Each share of the issuer's Series B-1 Preferred Stock will automatically convert into 1 share of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date. The reporting person is a managing member of 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. Each share of the issuer's Series C Preferred Stock will automatically convert into 1 share of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date. 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 IPO and has no expiration date. Each share of the issuer's Series B Preferred Stock will automatically convert into 1.11111 shares of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date. 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 IPO if not earlier exercised. 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. 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. The reporting person is the trustee of the Donald R. Parfet 2006 Trust, Dated May 1, 2006. 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. /s/ Sukhi Jagpal as attorney-in-fact for Donald Parfet 2015-07-15