PROTEON THERAPEUTICS INC 4
4 · PROTEON THERAPEUTICS INC · Filed Oct 30, 2014
Insider Transaction Report
Form 4
Birner Hubert
Director10% Owner
Transactions
- Conversion
Common Stock
2014-10-27+379,462→ 1,786,616 total(indirect: By TVM Life Science Ventures VI, L.P.) - Purchase
Common Stock
2014-10-27$10.00/sh+223,410$2,234,100→ 223,410 total(indirect: By TVM Life Science Ventures VI GmbH & Co. KG) - Exercise of In-Money
Common Stock
2014-10-27$4.60/sh+116,511$536,219→ 1,903,127 total(indirect: By TVM Life Science Ventures VI GmbH & Co. KG) - Conversion
Series D Convertible Preferred Stock
2014-10-27−3,727,823→ 0 total(indirect: By TVM Life Science Ventures VI GmbH & Co. KG)→ Common Stock (234,897 underlying) - Exercise of In-Money
Warrants (Right to Buy)
2014-10-27−116,511→ 0 total(indirect: By TVM Life Science Ventures VI GmbH & Co. KG)Exercise: $4.60→ Common Stock (116,511 underlying) - Other
Option (Right to Purchase)
2014-10-27−1,316,683→ 0 total(indirect: By TVM Life Science Ventures VI GmbH & Co. KG)→ Series D Convertible Preferred Stock (82,966 underlying) - Purchase
Common Stock
2014-10-27$10.00/sh+76,590$765,900→ 300,000 total(indirect: By TVM Life Science Ventures VI, L.P.) - Conversion
Common Stock
2014-10-27+1,107,154→ 1,407,154 total(indirect: By TVM Life Science Ventures VI GmbH & Co. KG) - Conversion
Series A Convertible Preferred Stock
2014-10-27−4,468,482→ 0 total(indirect: By TVM Life Science Ventures VI GmbH & Co. KG)→ Common Stock (335,680 underlying) - Exercise of In-Money
Common Stock
2014-10-27$4.60/sh+39,932$183,779→ 1,943,059 total(indirect: By TVM Life Science Ventures VI, L.P.(3)) - Conversion
Series A-1 Convertible Preferred Stock
2014-10-27−2,092,735→ 0 total(indirect: By TVM Life Science Ventures VI GmbH & Co. KG)→ Common Stock (160,779 underlying) - Conversion
Series A-1 Convertible Preferred Stock
2014-10-27−717,260→ 0 total(indirect: By TVM Life Science Ventures VI, L.P.)→ Common Stock (55,105 underlying) - Conversion
Series B Convertible Preferred Stock
2014-10-27−835,121→ 0 total(indirect: By TVM Life Science Ventures VI, L.P.)→ Common Stock (64,799 underlying) - Conversion
Series C Convertible Preferred Stock
2014-10-27−799,043→ 0 total(indirect: By TVM Life Science Ventures VI, L.P.)→ Common Stock (61,999 underlying) - Conversion
Series A Convertible Preferred Stock
2014-10-27−1,531,518→ 0 total(indirect: By TVM Life Science Ventures VI, L.P.)→ Common Stock (115,051 underlying) - Conversion
Series B Convertible Preferred Stock
2014-10-27−2,436,618→ 0 total(indirect: By TVM Life Science Ventures VI GmbH & Co. KG)→ Common Stock (189,063 underlying) - Conversion
Series C Convertible Preferred Stock
2014-10-27−2,331,391→ 0 total(indirect: By TVM Life Science Ventures VI GmbH & Co. KG)→ Common Stock (180,898 underlying) - Conversion
Series D Convertible Preferred Stock
2014-10-27−1,277,663→ 0 total(indirect: By TVM Life Science Ventures VI, L.P.)→ Common Stock (80,508 underlying) - Exercise of In-Money
Warrants (Right to Buy)
2014-10-27−39,932→ 0 total(indirect: By TVM Life Science Ventures VI, L.P.)Exercise: $4.60→ Common Stock (39,932 underlying) - Other
Option (Right to Purchase)
2014-10-27−451,276→ 0 total(indirect: By TVM Life Science Ventures VI, L.P.)→ Series D Convertible Preferred Stock (28,455 underlying)
Footnotes (14)
- [F1]These shares were purchased in connection with the Issuer's initial public offering of Common Stock.
- [F10]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 2,000 incremental shares as a result of an adjustment as provided for in the Company's certificate of incorporation.
- [F11]Upon the closing the Issuer's initial public offering, TVM VI exercised their warrants with cash to purchase common stock.
- [F12]Upon the closing the Issuer's initial public offering, TVM VI LP exercised their warrants with cash to purchase common stock.
- [F13]TVM VI 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 (9) above.
- [F14]TVM VI LP 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 (10) above.
- [F2]The shares are directly held by TVM Life Science Ventures VI GMBH & Co. KG ("TVM VI"). The reporting person, Alexandra Goll ("Goll"), Helmut Schuhsler ("Schuhsler") and Stefan Fischer ("Fischer") are members of the investment committee of TVM Life Science Ventures Management VI L.P. ("TVM VI Management"), a special limited partner of TVM VI, with voting and dispositive power over the shares held by TVM VI. The reporting person disclaims beneficial ownership of the shares held by TVM VI, except to the extent of his pecuniary interest therein, if any.
- [F3]The shares are directly held by TVM Life Science Ventures VI L.P. ("TVM VI LP"). The reporting person, Goll, Schuhsler and Fischer are members of the investment committee of TVM VI Management, a special limited partner of TVM VI LP, with voting and dispositive power over the shares held by TVM VI LP. The reporting person disclaims beneficial ownership of the shares held by TVM VI LP, except to the extent of his pecuniary interest therein, if any.
- [F4]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.
- [F5]Reflects a 1-for-15.87 reverse stock split effected on October 6, 2014.
- [F6]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.
- [F7]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.
- [F8]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.
- [F9]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 5,837 incremental shares as a result of an adjustment as provided for in the Company's certificate of incorporation.