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S-1
PROTEON THERAPEUTICS INC filed this Form S-1 on 09/16/2014
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Proteon Therapeutics, Inc.

Notes to Financial Statements (Continued)

9. Redeemable Convertible Preferred Stock (Continued)

Liquidation Preference

        Holders of the Series D Preferred Stock have preference in the event of a liquidation or dissolution of the Company equal to $0.588656 per share, plus any declared dividends, but specifically excluding any Accruing Dividends. Holders of the Series C Preferred Stock have preference in the event of a liquidation or dissolution of the Company, which preference is junior to the liquidation preference for the Series D Preferred Stock, equal to $0.6242 per share, plus any declared dividends, but specifically excluding any Accruing Dividends. Holders of the Series B Preferred Stock have preference in the event of a liquidation or dissolution of the Company, which preference is junior to the liquidation preference for the Series C Preferred Stock, equal to $0.6242 per share, plus any declared dividends, but specifically excluding any Accruing Dividends. Holders of the Series A Preferred Stock and the Series A-1 Preferred Stock have preference in the event of a liquidation or dissolution of the Company, which preference is junior to the liquidation preference for the Series B Preferred Stock, equal to $0.5428 per share and $0.5971 per share, respectively, plus any declared dividends but specifically excluding any Accruing Dividends,

        After all preferred stockholders have received their respective initial preference amounts, any assets remaining for distribution shall be distributed to the holders of the Series D Preferred Stock, Series C Preferred Stock, Series B Preferred Stock, Series A-1 Preferred Stock, Series A Preferred Stock and Common Stock pro rata in proportion to the total number of shares of Series D Preferred Stock, Series C Preferred Stock, Series B Preferred Stock, Series A-1 Preferred Stock, Series A Preferred Stock and Common Stock, assuming conversion to Common Stock. As of June 30, 2014 (unaudited), the aggregate liquidation value for the Series D Preferred Stock, Series C Preferred Stock, Series B Preferred Stock, Series A-1 Preferred Stock and Series A Preferred Stock was $31.1 million $8.2 million, $13.0 million, $6.5 million and $12.3 million, respectively.

Voting Rights

        Except for matters with specific voting rights, the holders of shares of Preferred Stock vote together with the holders of the Common Stock as a single class on any matter presented to the stockholders of the Company for their action or consideration at any meeting of the stockholders of the Company or by written consent of stockholders in lieu of meetings. The holders of the Preferred Stock are entitled to the number of votes equal to the number of shares of Common Stock into which each share of the Preferred Stock is convertible at the time of such vote. A vote of 80% of the Preferred Stockholders, voting as a single class, is required for events that would materially affect the business or change the rights of the Preferred Stock.

        The number of directors of the Company constituting the entire Board of Directors shall be no less than five and no more than nine. The holders of Series A-1 Preferred Stock and Series A Preferred Stock have the right to elect three of the directors. The holders of Series B Preferred Stock have the right to elect one of the directors. The holders of Series D Preferred Stock have the right to elect two of the directors. The holders of the Common Stock and Designated Preferred Stock, exclusively and voting together as a single class, have the right to elect the balance of the total number of directors of the Company.

Redemption Rights

        Each class of Preferred Stock is stated at its then current redemption value as of each balance sheet date presented.

F-25