X0206 3 2015-07-15 0 0001290149 ProNAi Therapeutics Inc DNAI 0001647556 Vitangcol Alvin C/O CAPITAL MIDWEST FUND 10556 N PORT WASHINGTON RD., STE. 201 MEQUON WI 53092 1 0 0 0 Series C Preferred Stock Common Stock 383508 I By Capital Midwest Fund II, L.P. Series D Preferred Stock Common Stock 287631 I By Capital Midwest Fund II, L.P. Series C Preferred Stock Warrant (right to buy) 5.215 Series C Preferred Stock 126558 I By Capital Midwest Fund II, L.P. 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 initial public offering ("IPO") and has no expiration date. 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. 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. 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. /s/ Sukhi Jagpal as attorney-in-fact for Alvin Vitangcol 2015-07-15