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S-3/A
PROTEON THERAPEUTICS INC filed this Form S-3/A on 08/14/2017
Entire Document
 
 

 

SELLING STOCKHOLDERS

 

As described in the prospectus summary, in the Transaction, the selling stockholders acquired shares of our Series A Preferred Stock that are convertible into shares of our common stock, subject to the limitations described below. In connection with the closing of the Transaction, we entered into the Registration Rights Agreement, pursuant to which we agreed to prepare and file one or more registration statements covering the resale of the shares of common stock issuable upon the conversion of the Series A Preferred Stock acquired in the Transaction (without regard to the limitation described below), and to maintain the effectiveness of such registration statement(s) until all the shares of common stock have been sold in accordance with the Registration Statement or in accordance with Rule 144 under the Securities Act or may be sold by the selling stockholder without volume or manner-of-sale restrictions, and without compliance with any “current public information” requirement, pursuant to Rule 144 under the Securities Act. We are filing this registration statement to comply with our requirements under the Registration Rights Agreement.

 

Under the terms of the Series A Preferred Stock, any conversion of Series A Preferred Stock by a holder into shares of common stock will be prohibited to the extent that, as a result of such conversion, the holder, together with its affiliates and any other person or entity whose beneficial ownership of common stock would be aggregated with such holder’s for purposes of Section 13(d) of the Securities and Exchange Act of 1934, as amended, would beneficially own more than 9.985% of the total number of shares of common stock issued and outstanding after giving effect to such conversion (the “Blocker”). The Blocker may not be waived and shall apply to any successor holder of shares of Series A Preferred Stock. The table below does not reflect such limitation, with the effect that beneficial ownership of the selling stockholders is calculated and presented (for purposes of disclosure in this prospectus only) on a fully as converted basis. This table is based upon information supplied by the selling stockholders.

 

The following table sets forth information as of August 11, 2017, and includes the shares of our common stock beneficially owned by each of the selling stockholders (as well as certain shares of Common Stock that, as a result of the Blocker, the selling stockholders may not currently have the right to acquire), the shares of common stock being registered for sale and offered for sale by each of the selling stockholders, and the shares of common stock that will be beneficially owned by each of the selling stockholders upon sale of the shares registered for resale, assuming that such selling stockholder sells all shares of common stock potentially issuable upon conversion of the Series A Preferred Stock acquired by such selling stockholder in the Transaction. The percentage of shares owned in the table below is based on 39,732,193 shares of common stock outstanding, which includes 17,619,418 shares of common stock outstanding as of August 11, 2017 and assumes the sale of 22,112,775 shares of common stock potentially issuable upon conversion of the Series A Preferred Stock as of the date of this prospectus. Only those selling stockholders listed below or their transferees, pledgees, donees, assignees, distributees or successors in interest may offer and sell the common stock pursuant to this prospectus and any accompanying prospectus supplement. The selling stockholders may offer all or less than all of the shares listed in the table below for sale pursuant to this prospectus and any accompanying prospectus supplement from time to time. Accordingly, no estimate can be given as to the shares of common stock that the selling stockholders will hold upon consummation of any such sales. Beneficial ownership is determined in accordance with the rules of the SEC, except that the following table does not reflect the limitations of the Blocker described above, with the effect that beneficial ownership of the selling stockholders is calculated and presented (for purposes of disclosure in this prospectus only) on a fully as converted basis.

 

Name of Selling Stockholder Beneficial Ownership
Prior to the Offering
Maximum Number
of Shares Being
Offered (10)
Beneficial Ownership
After the Offering
Number Percent
Deerfield Private Design Fund IV, L.P. (1) 16,082,018 16,082,018 -- --
Abingworth Bioventures VI, LP. (2) 4,583,485 2,538,949 2,044,536 5.1%
Skyline Venture Partners Qualified Purchaser Fund IV, L.P. (3) 2,492,333 1,059,403 1,432,930 3.6%
TVM Life Science Ventures VI GmbH & Co. KG (4) 2,445,622 373,907 1,943,059 4.9%
TVM Life Science Ventures VI LP (4) 2,445,622 128,656 1,943,059 4.9%
Pharmstandard International S.A. (5) 1,667,907 502,563 1,165,344 2.9%
Intersouth Partners VI, L.P. (6) 1,300,433 402,050 898,383 2.3%

 

 

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