X0306 4 2015-07-21 0 0001290149 ProNAi Therapeutics Inc DNAI 0001397906 CHA ALBERT C/O VIVO CAPITAL 575 HIGH STREET, SUITE 201 PALO ALTO CA 94301 1 0 0 0 Common Stock 2015-07-21 4 C 0 2064308 A 2064308 I By Vivo Ventures Fund VII, L.P. Common Stock 2015-07-21 4 C 0 44991 A 2109299 I By Vivo Ventures VII Affiliates Fund, L.P. Common Stock 2015-07-21 4 J 0 106647 5.215 A 2215946 I By Vivo Ventures Fund VII, L.P. Common Stock 2015-07-21 4 J 0 2324 5.215 A 2218270 I By Vivo Ventures VII Affiliates Fund, L.P. Common Stock 2015-07-21 4 P 0 215307 17.00 A 2433577 I By Vivo Ventures Fund VII, L.P. Common Stock 2015-07-21 4 P 0 4693 17.00 A 2438270 I By Vivo Ventures VII Affiliates Fund, L.P. Series D Preferred Stock 2015-07-21 4 C 0 2064308 D Common Stock 2064308 0 I By Vivo Ventures Fund VII, L.P. Series D Preferred Stock 2015-07-21 4 C 0 44991 D Common Stock 44991 0 I By Vivo Ventures VII Affiliates Fund, L.P. 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 initial public offering pursuant to a registration statement on Form S-1 (File No. 333-204921) under the Securities Act of 1933, as amended, and had 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. Represents shares of Common Stock issued by the issuer in payment of cumulative accrued dividends. /s/ Sukhi Jagpal as attorney-in-fact for Albert Cha, M.D., Ph.D. 2015-07-21