X0306 4 2015-07-21 0 0001290149 ProNAi Therapeutics Inc DNAI 0001341382 Topper James N C/O FRAZIER HEALTHCARE 601 UNION ST., TWO UNION SQ., STE. 3200 SEATTLE WA 98101 1 0 0 0 Common Stock 2015-07-21 4 C 0 1869606 A 1869606 I By Frazier Healthcare VI, L.P. Common Stock 2015-07-21 4 J 0 96589 5.215 A 1966195 I By Frazier Healthcare VI, L.P. Common Stock 2015-07-21 4 P 0 220000 17.00 A 2186195 I By Frazier Healthcare VI, L.P. Series D Preferred Stock 2015-07-21 4 C 0 1869606 0.00 D Common Stock 1869606 0 I By Frazier Healthcare VI, 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, Alan Frazier, Nader Naini, Nathan Every and Patrick Heron are the managing members of FHM VI, LLC, which is the general partner of FHM VI, LP, which is the general partner of Frazier Healthcare VI, L.P. ("FHVI"), the record holder of the securities, and the reporting person may be deemed to share voting and dispositive power over the securities held by FHVI. 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 James Topper, M.D., Ph.D. 2015-07-21