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3
DEERFIELD MANAGEMENT CO filed this Form 3 on 08/04/2017
Entire Document
 
SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Flynn James E

(Last) (First) (Middle)
780 THIRD AVENUE, 37TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/02/2017
3. Issuer Name and Ticker or Trading Symbol
PROTEON THERAPEUTICS INC [ PRTO ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) X Other (specify below)
*Director by Deputization
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 877,799 I Through Deerfield Private Design Fund III, L.P.(1)(2)(3)
Common Stock 149,676 I Through Deerfield Special Situations Fund, L.P.(1)(2)(3)
Common Stock 110,557 I Through Deerfield International Master Fund, L.P.(1)(2)(3)
Common Stock 86,867 I Through Deerfield Partners, L.P.(1)(2)(3)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock (4) (4) Common Stock 16,082,018 (4) I Through Deerfield Private Design Fund IV, L.P.(1)(2)(3)
1. Name and Address of Reporting Person*
Flynn James E

(Last) (First) (Middle)
780 THIRD AVENUE, 37TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Deerfield Private Design Fund III, L.P.

(Last) (First) (Middle)
780 THIRD AVENUE, 37TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Deerfield Special Situations Fund, L.P.

(Last) (First) (Middle)
780 3RD AVENUE
37TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Deerfield International Master Fund, L.P.

(Last) (First) (Middle)
780 THIRD AVENUE, 37TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DEERFIELD PARTNERS, L.P.

(Last) (First) (Middle)
780 THIRD AVENUE
37TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Deerfield Private Design Fund IV, L.P.

(Last) (First) (Middle)
780 THIRD AVENUE 37TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Deerfield Mgmt L.P.

(Last) (First) (Middle)
780 THIRD AVENUE
37TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Deerfield Mgmt III, L.P.

(Last) (First) (Middle)
780 THIRD AVENUE, 37TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Deerfield Mgmt IV, L.P.

(Last) (First) (Middle)
780 THIRD AVENUE, 37TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DEERFIELD MANAGEMENT CO

(Last) (First) (Middle)
780 THIRD AVENUE, 37TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
Explanation of Responses:
1. This Form 3 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt, L.P. is the general partner of each of Deerfield Special Situations Fund, L.P. ("DSS Fund"), Deerfield International Master Fund, L.P. ("Master Fund") and Deerfield Partners, L.P. ("Deerfield Partners").
2. Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Deerfield Private Design Fund IV" and collectively with Fund III, DSS Fund, Master Fund and Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. is the investment manager of each of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt III, L.P., Deerfield Mgmt, L.P., Deerfield Management Company, L.P. ("Deerfield Management") and Deerfield Mgmt IV, L.P. In accordance with Instruction 5(b)(iv) to Form 3, the entire amount of the Issuer's securities held by the Funds is reported herein.
3. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
4. Each share of Series A Convertible Preferred Stock, par value $0.001 per share (the "Preferred Stock"), of the Issuer is convertible, at any time at the option of the holder of such share of Preferred Stock, into approximately 1,005 shares of the Issuer's Common Stock, par value $0.001 per share, at a conversion price of $0.9949 per share, subject to adjustment for any stock splits, stock dividends and similar events in accordance with the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock of the Issuer, dated August 1, 2017.
Remarks:
Jonathan Leff, a partner in Deerfield Management Company, serves as a director of the Issuer. Please see Joint Filer Information Statement attached as Exhibit 99 hereto. Exhibit List Exhibit 24 - Power of Attorney Exhibit 99 - Joint Filer Information Statement
/s/ Jonathan Isler, Attorney-in-Fact 08/04/2017
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

 

Exhibit 24

 

POWER OF ATTORNEY

 

Know all by these presents, each of the undersigned hereby constitutes and appoints each of Jonathan Isler, and David J. Clark, each signing singly, the undersigned’s true and lawful attorney-in-fact to:

 

(1)           execute for and on behalf of the undersigned (i) Forms 3, 4 and 5 (and all amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder and (ii) reports on Schedule 13G and Schedule 13D (and all amendments thereto)  in accordance with Section 13 of the Exchange Act and the rules thereunder, in each case with respect to the beneficial ownership of securities by the undersigned;

 

(2)           do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 or Schedule 13G or Schedule 13D, complete and execute any amendment or amendments thereto, and file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

(3)           take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with Section 13 or Section 16 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

 

 

IN WITNESS WHEREOF, each the undersigned has caused this Power of Attorney to be executed as of this 4th day of August, 2017.

 

DEERFIELD MGMT, L.P.
     
By: J.E. Flynn Capital, LLC, General Partner  
     
By: /s/ James E. Flynn  
  James E. Flynn, President  

 

DEERFIELD PARTNERS, L.P.
     
By: Deerfield Mgmt, L.P., General Partner  
     
By: J.E. Flynn Capital, LLC, General Partner  
     
By: /s/ James E. Flynn  
  James E. Flynn, President  

 

DEERFIELD SPECIAL SITUATIONS FUND, L.P.
     
By: Deerfield Mgmt, L.P., General Partner  
     
By: J.E. Flynn Capital, LLC, General Partner  
     
By: /s/ James E. Flynn  
 

James E. Flynn, President 

 

 

DEERFIELD PRIVATE DESIGN FUND, L.P.
     
By: Deerfield Mgmt, L.P., General Partner  
     
By: J.E. Flynn Capital, LLC, General Partner  
     
By: /s/ James E. Flynn  
  James E. Flynn, President  

 

DEERFIELD PRIVATE DESIGN INTERNATIONAL, L.P.
     
By: Deerfield Mgmt, L.P., General Partner  
     
By: J.E. Flynn Capital, LLC, General Partner  
     
By: /s/ James E. Flynn  
  James E. Flynn, President  
     

DEERFIELD PDI FINANCING II, L.P.

     
By: Deerfield Mgmt, L.P., General Partner  
     
By: J.E. Flynn Capital, LLC, General Partner  
     
By: /s/ James E. Flynn  
  James E. Flynn, President  

 

 

 

DEERFIELD PRIVATE DESIGN FUND II, L.P.
     
By: Deerfield Mgmt, L.P., General Partner  
     
By: J.E. Flynn Capital, LLC, General Partner  
     
By: /s/ James E. Flynn  
  James E. Flynn, President  

 

DEERFIELD PRIVATE DESIGN INTERNATIONAL II, L.P.
     
By: Deerfield Mgmt, L.P., General Partner  
     
By: J.E. Flynn Capital, LLC, General Partner  
     
By: /s/ James E. Flynn  
  James E. Flynn, President  

 

DEERFIELD INTERNATIONAL MASTER FUND, L.P.
     
By: Deerfield Mgmt, L.P., General Partner  
     
By: J.E. Flynn Capital, LLC, General Partner  
     
By: /s/ James E. Flynn  
  James E. Flynn, President  

 

DEERFIELD MANAGEMENT COMPANY, L.P.
     
By: Flynn Management LLC, General Partner  
     
By: /s/ James E. Flynn  
  James E. Flynn, President  

 

DEERFIELD PRIVATE DESIGN FUND III, L.P.
     
By: Deerfield Mgmt III, L.P., General Partner  
     
By: J.E. Flynn Capital III, LLC, General Partner  
     
By: /s/ James E. Flynn  
  James E. Flynn, President  

 

DEERFIELD MGMT III, L.P.
     
By: J.E. Flynn Capital III, LLC, General Partner  
     
By: /s/ James E. Flynn  
  James E. Flynn, President  

 

 

 

DEERFIELD PRIVATE DESIGN FUND IV, L.P.

     
By: Deerfield Mgmt IV, L.P., General Partner  
     
By: J.E. Flynn Capital IV, LLC, General Partner  
     
By: /s/ James E. Flynn  
  James E. Flynn, President  
     
DEERFIELD MGMT IV, L.P.  
     
By: J.E. Flynn Capital IV, LLC, General Partner  
     
By: /s/ James E. Flynn  
  James E. Flynn, President  
     
DEERFIELD HEALTHCARE INNOVATIONS FUND, L.P.  
     
By: Deerfield Mgmt HIF, L.P., General Partner  
     
By: J.E. Flynn Capital HIF LLC, General Partner  
     
By: /s/ James E. Flynn  
  James E. Flynn, President  

 

DEERFIELD MGMT HIF, L.P.

 

By: J.E. Flynn Capital HIF LLC, General Partner  
     
By: /s/ James E. Flynn  
  James E. Flynn, President  

 

BREAKING STICK HOLDINGS, LLC  
     
By: Deerfield Management Company, L.P., Manager  
     
By: Flynn Management LLC, General Partner  
     
By: /s/ James E. Flynn  
  James E. Flynn, President  

 

JAMES E. FLYNN

 

/s/ James E. Flynn

 

 

Exhibit 99

 

Joint Filer Information

 

Names: Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P., Deerfield International Master Fund, L.P., Deerfield Private Design Fund III, L.P., Deerfield Private Design Fund IV, L.P., Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P. and Deerfield Management Company, L.P.
   
Address:

780 Third Avenue, 37th Floor

New York, NY  10017

   
Designated Filer: James E. Flynn
   
Issuer and Ticker Symbol: Proteon Therapeutics, Inc.  [PRTO]
   
Date of Event Requiring Statement:  August 2, 2017

 

The undersigned, Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P., Deerfield International Master Fund, L.P., Deerfield Private Design Fund III, L.P., Deerfield Private Design Fund IV, L.P., Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P. and Deerfield Management Company, L.P., are jointly filing the attached Initial Statement of Beneficial Ownership on Form 3 with James E. Flynn with respect to the beneficial ownership of securities of Proteon Therapeutics, Inc.

 

Signatures:

 

DEERFIELD SPECIAL SITUATIONS FUND, L.P.

 

By: Deerfield Mgmt, L.P., General Partner

 

By: J.E. Flynn Capital, LLC, General Partner

 

By: /s/ Jonathan Isler

       Jonathan Isler, Attorney-In-Fact

 

DEERFIELD PARTNERS, L.P.

 

By: Deerfield Mgmt, L.P., General Partner

 

By: J.E. Flynn Capital, LLC, General Partner

 

By: /s/ Jonathan Isler

       Jonathan Isler, Attorney-In-Fact

 

DEERFIELD INTERNATIONAL MASTER FUND, L.P.

 

By: Deerfield Mgmt, L.P., General Partner

 

By: J.E. Flynn Capital, LLC, General Partner

 

By: /s/ Jonathan Isler

       Jonathan Isler, Attorney-In-Fact

 

 

 

DEERFIELD PRIVATE DESIGN FUND III, L.P.

 

By: Deerfield Mgmt III, L.P., General Partner

 

By: J.E. Flynn Capital III, LLC, General Partner

 

By: /s/ Jonathan Isler

       Jonathan Isler, Attorney-In-Fact

 

DEERFIELD PRIVATE DESIGN FUND IV, L.P.

 

By: Deerfield Mgmt IV, L.P., General Partner

 

By: J.E. Flynn Capital IV, LLC, General Partner

 

By: /s/ Jonathan Isler

       Jonathan Isler, Attorney-In-Fact

 

DEERFIELD MGMT, L.P.

 

By:  J.E. Flynn Capital, LLC, its General Partner

 

By: /s/ Jonathan Isler

       Jonathan Isler, Attorney-In-Fact

 

DEERFIELD MGMT III, L.P.

 

By:  J.E. Flynn Capital III, LLC, its General Partner

 

By: /s/ Jonathan Isler

       Jonathan Isler, Attorney-In-Fact

 

DEERFIELD MGMT IV, L.P.

 

By:  J.E. Flynn Capital IV, LLC, its General Partner

 

By: /s/ Jonathan Isler

       Jonathan Isler, Attorney-In-Fact

 

DEERFIELD MANAGEMENT COMPANY, L.P.

 

By:  Flynn Management LLC, General Partner

 

By: /s/ Jonathan Isler

       Jonathan Isler, Attorney-In-Fact