X0206 3 2014-10-21 0 0001359931 PROTEON THERAPEUTICS INC PRTO 0001324617 Skyline Venture Partners Qualified Purchaser Fund IV L P 525 UNIVERSITY AVENUE, SUITE 610 PALO ALTO CA 94301 0 0 1 0 0001392103 Skyline Venture Management IV, LLC 525 UNIVERSITY AVENUE, SUITE 610 PALO ALTO CA 94301 0 0 1 0 0001296771 Freund John Gordon 525 UNIVERSITY AVENUE, SUITE 610 PALO ALTO CA 94301 0 0 1 0 0001277503 KANEKO YASUNORI 525 UNIVERSITY AVENUE, SUITE 610 PALO ALTO CA 94301 0 0 1 0 Series A Convertible Preferred Stock Common Stock 5000000 D Series A-1 Convertible Preferred Stock Common Stock 2341664 D Series B Convertible Preferred Stock Common Stock 2173913 D Series C Convertible Preferred Stock Common Stock 2436437 D Series D Convertible Preferred Stock Common Stock 3932747 D Option (Right to Purchase) Series D Convertible Preferred Stock 1389064 D Warrants (Right to Buy) 4.6023 Common Stock 121760 D The Series A Convertible Preferred Stock is convertible into the Issuer's Common Stock on an 1-for-1.19 basis without payment of further consideration and has no expiration date. Each share will automatically convert into the Issuer's Common Stock concurrently with the completion of the Issuer's initial public offering of Common Stock. The shares do not reflect a 1-for-15.87 reverse stock split effected on October 6, 2014. The shares are held by Skyline Venture Partners Qualified Purchaser Fund IV L.P. ("Skyline"). John G. Freund, M.D. and Yasunori Kaneko, M.D. are Managing Directors of Skyline Venture Management IV, LLC, the sole general partner of Skyline, and may be deemed to share voting and dispositive power over the shares held by Skyline. Each of Drs. Freund and Kaneko disclaim beneficial ownership of such shares, except to the extent of their pecuniary interest therein. The Series A-1 Convertible Preferred Stock is convertible into the Issuer's Common Stock on a 1-for-1.22 basis without payment of further consideration and has no expiration date. Each share will automatically convert into the Issuer's Common Stock concurrently with the completion of the Issuer's initial public offering of Common Stock. The shares do not reflect a 1-for-15.87 reverse stock split effected on October 6, 2014. The Series B Convertible Preferred Stock is convertible into the Issuer's Common Stock on a 1-for-1.23 basis without payment of further consideration and has no expiration date. Each share will automatically convert into the Issuer's Common Stock concurrently with the completion of the Issuer's initial public offering of Common Stock. The shares do not reflect a 1-for-15.87 reverse stock split effected on October 6, 2014. The Series C Convertible Preferred Stock is convertible into the Issuer's Common Stock on a 1-for-1.23 basis without payment of further consideration and has no expiration date. Each share will automatically convert into the Issuer's Common Stock concurrently with the completion of the Issuer's initial public offering of Common Stock. The shares do not reflect a 1-for-15.87 reverse stock split effected on October 6, 2014. The Series D Convertible Preferred Stock is convertible into the Issuer's Common Stock on a one-for-one basis without payment of further consideration and has no expiration date. Each share will automatically convert into the Issuer's Common Stock concurrently with the completion of the Issuer's initial public offering of Common Stock. The shares do not reflect a 1-for-15.87 reverse stock split effected on October 6, 2014. Skyline has the right to purchase shares of Series D Convertible Preferred Stock under the Series D Purchase Agreement at a price of $0.588656, which right to purchase is not currently exercisable and shall terminate upon the completion of the Issuer's initial public offering of Common Stock. In connection with the Issuer's initial public offering of Common Stock, Skyline has irrevocably elected to exercise the warrants effective and contingent upon and immediately prior to the closing of the Issuer's initial public offering. The warrants otherwise expire on an initial public offering, stock sale or deemed liquidation event. Reflects a 1-for-15.87 reverse stock split effected on October 6, 2014. Exhibit 24.1 Power of Attorney /s/ Karensa Kenny as attorney-in-fact Skyline Venture Partners Qualified Purchaser Fund IV L.P. 2014-10-21 /s/ Karensa Kenny as attorney-in-fact Skyline Venture Management IV, LLC 2014-10-21 /s/ Karensa Kenny as attorney-in-fact John Gordon Freund 2014-10-21 /s/ Karensa Kenny as attorney-in-fact Yasunori Kaneko 2014-10-21