X0306 4 2015-07-21 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 2015-07-21 4 C 0 345 A 589 I By Apjohn Group, LLC Common Stock 2015-07-21 4 C 0 67112 A 67112 I By Apjohn Ventures Annex Fund LP Common Stock 2015-07-21 4 C 0 59225 A 126337 I By Apjohn Ventures Annex Fund LP Common Stock 2015-07-21 4 C 0 11505 A 137842 I By Apjohn Ventures Annex Fund LP Common Stock 2015-07-21 4 J 0 4413 5.215 A 142255 I By Apjohn Ventures Annex Fund LP Common Stock 2015-07-21 4 C 0 30093 A 57475 I By Apjohn Ventures Fund, LP Common Stock 2015-07-21 4 C 0 170538 A 228013 I By Apjohn Ventures Fund, LP Common Stock 2015-07-21 4 C 0 516203 A 744216 I By Apjohn Ventures Fund, LP Common Stock 2015-07-21 4 C 0 24277 A 768493 I By Apjohn Ventures Fund, LP Common Stock 2015-07-21 4 J 0 1552 5.215 A 770045 I By Apjohn Ventures Fund, LP Common Stock 2015-07-21 4 C 0 4970 A 4970 I By wife Common Stock 2015-07-21 4 C 0 26604 A 26604 I By Ann VanDeWater Parfet 2006 Revocable Trust, Dated May 5, 2006 Common Stock 2015-07-21 4 C 0 121242 A 147846 I By Ann VanDeWater Parfet 2006 Revocable Trust, Dated May 5, 2006 Common Stock 2015-07-21 4 C 0 65938 A 213784 I By Ann VanDeWater Parfet 2006 Revocable Trust, Dated May 5, 2006 Common Stock 2015-07-21 4 J 0 4119 5.215 A 217903 I By Ann VanDeWater Parfet 2006 Revocable Trust, Dated May 5, 2006 Common Stock 2015-07-21 4 C 0 344 A 344 I By Donald R. Parfet 2006 Trust, Dated May 1, 2006 Common Stock 2015-07-21 4 C 0 211036 A 211380 I By Donald R. Parfet 2006 Trust, Dated May 1, 2006 Common Stock 2015-07-21 4 C 0 142422 A 353802 I By Donald R. Parfet 2006 Trust, Dated May 1, 2006 Common Stock 2015-07-21 4 C 0 51830 A 51830 I By Palmero Group LLC Common Stock 2015-07-21 4 C 0 13130 A 64960 I By Palmero Group LLC Common Stock 2015-07-21 4 J 0 819 5.215 A 65779 I By Palmero Group LLC Common Stock 69848 D Series A Preferred Stock 2015-07-21 4 C 0 307 D Common Stock 345 0 I By Apjohn Group, LLC Series B-1 Preferred Stock 2015-07-21 4 C 0 67112 D Common Stock 67112 0 I By Apjohn Ventures Annex Fund LP Series C Preferred Stock 2015-07-21 4 C 0 59225 D Common Stock 59225 0 I By Apjohn Ventures Annex Fund LP Series D Preferred Stock 2015-07-21 4 C 0 11505 D Common Stock 11505 0 I By Apjohn Ventures Annex Fund LP Series A Preferred Stock 2015-07-21 4 C 0 26728 D Common Stock 30093 0 I By Apjohn Ventures Fund, LP Series B Preferred Stock 2015-07-21 4 C 0 153485 D Common Stock 170538 0 I By Apjohn Ventures Fund, LP Series B-1 Preferred Stock Warrant (right to buy) 2015-07-21 4 X 0 265536 2.608 D Series B-1 Preferred Stock 265536 0 I By Apjohn Ventures Fund, LP Series B-1 Preferred Stock 2015-07-21 4 X 0 265536 A Common Stock 265536 553162 I y Apjohn Ventures Fund, LP Series B-1 Preferred Stock 2015-07-21 4 F 0 40729 D Common Stock 40729 512433 I By Apjohn Ventures Fund, LP Series B-1 Preferred Stock Warrant (right to buy) 2015-07-21 4 X 0 6711 7.45 D Series B-1 Preferred Stock 6711 0 I By Apjohn Ventures Fund, LP Series B-1 Preferred Stock 2015-07-21 4 X 0 6711 A Common Stock 6711 519144 I By Apjohn Ventures Fund, LP Series B-1 Preferred Stock 2015-07-21 4 F 0 2941 D Common Stock 2941 516203 I By Apjohn Ventures Fund, LP Series B-1 Preferred Stock 2015-07-21 4 C 0 516203 D Common Stock 516203 0 I By Apjohn Ventures Fund, LP Series C Preferred Stock Warrant (right to buy) 2015-07-21 4 X 0 719 5.215 D Series C Preferred Stock 719 0 I By Apjohn Ventures Fund, LP Series C Preferred Stock 2015-07-21 4 X 0 719 A Common Stock 719 24498 I By Apjohn Ventures Fund, LP Series C Preferred Stock 2015-07-21 4 F 0 221 D Common Stock 221 24277 I By Apjohn Ventures Fund, LP Series C Preferred Stock 2015-07-21 4 C 0 24277 D Common Stock 24277 0 I By Apjohn Ventures Fund, LP Series A Preferred Stock 2015-07-21 4 C 0 4415 D Common Stock 4970 0 I By wife Series B Preferred Stock 2015-07-21 4 C 0 23944 D Common Stock 26604 0 I By Ann VanDeWater Parfet 2006 Revocable Trust, Dated May 5, 2006 Series B-1 Preferred Stock 2015-07-21 4 C 0 121242 D Common Stock 121242 0 I By Ann VanDeWater Parfet 2006 Revocable Trust, Dated May 5, 2006 Series C Preferred Stock 2015-07-21 4 C 0 65938 D Common Stock 65938 0 I By Ann VanDeWater Parfet 2006 Revocable Trust, Dated May 5, 2006 Series A Preferred Stock 2015-07-21 4 C 0 306 D Common Stock 344 0 I By Donald R. Parfet 2006 Trust, Dated May 1, 2006 Series B Preferred Stock 2015-07-21 4 C 0 189933 D Common Stock 211036 0 I By Donald R. Parfet 2006 Trust, Dated May 1, 2006 Series B-1 Preferred Stock 2015-07-21 4 C 0 142422 D Common Stock 142422 0 I By Donald R. Parfet 2006 Trust, Dated May 1, 2006 Series A Preferred Stock 2015-07-21 4 C 0 46034 D Common Stock 51830 0 I By Palmero Group LLC Series C Preferred Stock 2015-07-21 4 C 0 13130 D Common Stock 13130 0 I By Palmero Group LLC Each share of the issuer's Series A Preferred Stock automatically converted into 1.12593 shares 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 (the "IPO") pursuant to a registration statement on Form S-1 (File No. 333-204921) under the Securities Act of 1933, as amended (the "Registration Statement"), and had no expiration date. 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. Each share of the issuer's Series B-1 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 IPO pursuant to the Registration Statement, and had no expiration date. The reporting person is a managing member of Apjohn Ventures, LLC ("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 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 IPO pursuant to the Registration Statement, and had no expiration date. 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 IPO pursuant to the Registration Statement, and had no expiration date. Represents shares of Common Stock issued by the issuer in payment of cumulative accrued dividends. The reporting person is a managing member of 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 B Preferred Stock automatically converted into 1.11111 shares 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 IPO pursuant to the Registration Statement, and had no expiration date. 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. 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 initial public offering 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. Represents the number of shares that were withheld by the issuer in satisfaction of the exercise price of the warrants listed in Table II and does not represent a sale of securities by the reporting person. /s/ Sukhi Jagpal as attorney-in-fact for Donald Parfet 2015-07-21