X0306 4 2014-10-27 0 0001359931 PROTEON THERAPEUTICS INC PRTO 0001296771 Freund John Gordon SKYLINE VENTURES 525 UNIVERSITY AVENUE, SUITE 610 PALO ALTO CA 94301 1 0 1 0 Common Stock 2014-10-27 4 P 0 200000 10.00 A 200000 I By Skyline Venture Partners Qualified Purchaser Fund IV, L.P. Common Stock 2014-10-27 4 C 0 1167208 A 1367208 I By Skyline Venture Partners Qualified Purchaser Fund IV, L.P. Common Stock 2014-10-27 4 X 0 121760 4.6023 A 1488968 I By Skyline Venture Partners Qualified Purchaser Fund IV, L.P. Common Stock 2014-10-27 4 S 0 56038 10.00 D 1432930 I By Skyline Venture Partners Qualified Purchaser Fund IV, L.P. Series A Convertible Preferred Stock 2014-10-27 4 C 0 5000000 0 D Common Stock 375608 0 I By Skyline Venture Partners Qualified Purchaser Fund IV, L.P. Series A-1 Convertible Preferred Stock 2014-10-27 4 C 0 2341664 0 D Common Stock 179903 0 I By Skyline Venture Partners Qualified Purchaser Fund IV, L.P. Series B Convertible Preferred Stock 2014-10-27 4 C 0 2173913 0 D Common Stock 168680 0 I By Skyline Venture Partners Qualified Purchaser Fund IV, L.P. Series C Convertible Preferred Stock 2014-10-27 4 C 0 2436437 0 D Common Stock 189049 0 I By Skyline Venture Partners Qualified Purchaser Fund IV, L.P. Series D Convertible Preferred Stock 2014-10-27 4 C 0 3932747 0 D Common Stock 247810 0 I By Skyline Venture Partners Qualified Purchaser Fund IV, L.P. Warrants (Right to Buy) 4.6023 2014-10-27 4 X 0 121760 0 D Common Stock 121760 0 I By Skyline Venture Partners Qualified Purchaser Fund IV, L.P. Option (Right to Purchase) 2014-10-27 4 J 0 1389064 D Series D Convertible Preferred Stock 87527 0 I By Skyline Venture Partners Qualified Purchaser Fund IV, L.P. These shares were purchased in connection with the Issuer's initial public offering of Common Stock. The shares are held by Skyline Venture Partners Qualified Purchaser Fund IV, L.P. ("Skyline"). The reporting person is a Managing Director 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. The reporting person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. Upon the closing of the Issuer's initial public offering, each share of Series A Convertible Preferred Stock automatically converted into Common Stock on a 1-for-1.19 basis without payment of further consideration and with no expiration date. Reflects a 1-for-15.87 reverse stock split effected on October 6, 2014. Upon the closing of the Issuer's initial public offering, each share of Series A-1 Convertible Preferred Stock automatically converted into Common Stock on a 1-for-1.22 basis without payment of further consideration and has no expiration date. Upon the closing of the Issuer's initial public offering, each share of Series B Convertible Preferred Stock automatically converted into Common Stock on a 1-for-1.23 basis without payment of further consideration and has no expiration date. Upon the closing of the Issuer's initial public offering, each share of Series C Convertible Preferred Stock automatically converted into Common Stock on a 1-for-1.23 basis without payment of further consideration and has no expiration date. Upon the closing of the Issuer's initial public offering, each share of Series D Convertible Preferred Stock automatically converted into Common Stock on a one-for-one basis (without payment of further consideration and with no expiration date) plus an additional 6,158 incremental shares as a result of an adjustment as provided for in the Company's certificate of incorporation. Upon the closing the Issuer's initial public offering, Skyline exercised their warrants to purchase common stock on a net issue basis resulting in the net issuance of 65,722 shares of common stock. Skyline had a 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 ceased to be exercisable upon the initial filing of the Issuer's registration statement for its initial public offering, and terminated upon the completion of the Issuer's initial public offering of Common Stock. Each share of Series D Preferred Stock issuable upon exercise of the right to purchase would have been convertible into shares of the Issuer's common stock as described in footnote (8) above. /s/ George Eldridge, attorney-in-fact 2014-10-28