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SEC Filings

S-1
PROTEON THERAPEUTICS INC filed this Form S-1 on 09/16/2014
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of Series B Preferred Stock held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.  The “Series B Liquidation Price” shall mean $0.6242 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock

 

2.1.4                     Series A-1 Preferred Stock and Series A Preferred Stock Liquidation Preference.  In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, after payment to the holders of Series D Preferred Stock of the full Series D Liquidation Preference, after payment to the holders of Series C Preferred Stock of the full Series C Liquidation Preference and after payment to the holders of Series B Preferred Stock of the full Series B Liquidation Preference, the holders of shares of Series A-1 Preferred Stock and Series A Preferred Stock then outstanding shall be entitled to be paid out of the remaining assets of the Corporation available for distribution to its stockholders before any payment shall be made to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to (i) in the case of the Series A-1 Preferred Stock, the Series A-1 Liquidation Price, together with any dividends declared but unpaid thereon (but specifically excluding any Accruing Dividends) and (ii) in the case of the Series A Preferred Stock, the Series A Liquidation Price, together with any dividends declared but unpaid thereon (but specifically excluding any Accruing Dividends).  If upon any such liquidation, dissolution or winding up of the Corporation, after payment to the holders of Series D Preferred Stock of the full Series D Liquidation Preference, after payment to the holders of Series C Preferred Stock of the full Series C Liquidation Preference and after payment to the holders of Series B Preferred Stock of the full Series B Liquidation Preference, the remaining assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of shares of Series A-1 Preferred Stock and the holders of shares of Series A Preferred Stock the full amount to which they shall be entitled under this Subsection 2.1.4, the holders of shares of Series A-1 Preferred Stock and the holders of shares of Series A Preferred Stock shall share ratably in any distribution of the remaining assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares of Series A-1 Preferred Stock and shares of Series A Preferred Stock held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.  The “Series A-1 Liquidation Price” shall mean $0.5971 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A-1 Preferred Stock.  The “Series A Liquidation Price” shall mean $0.5428 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A Preferred Stock

 

2.2                               Distribution of Remaining Assets.  In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, after the payment of all preferential amounts required to be paid to the holders of shares of Designated Preferred Stock, the remaining assets of the Corporation available for distribution to its stockholders shall be distributed among the holders of the shares of Designated Preferred Stock and Common Stock, pro rata based on the number of shares held by each such holder, treating for this purpose all such securities as if they had been converted to Common Stock pursuant to the terms of the Certificate of Incorporation immediately prior to such dissolution, liquidation or winding up of the Corporation.  The aggregate amount which a holder of a share of Series A Preferred Stock is entitled to receive under Subsections 2.1.4 and 2.2 is hereinafter referred to as the Series A