Table of Contents
The following table sets forth information relating to the beneficial ownership of our common stock as of September 30, 2014,
by: each person, or group of affiliated persons, known by us to beneficially own more than 5% of our outstanding shares of common stock; each of our directors; each of our named executive officers;
and all of our directors and executive officers as a group.
The number of shares beneficially owned by each entity, person, director or executive officer is determined in accordance with the rules of the SEC, and the information is not
necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares over which the individual has sole or shared voting power or investment
power as well as any shares that the individual has the right to acquire within 60 days of September 30, 2014 through the
exercise of any stock option, warrants or other rights. Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment
power with respect to all shares of common stock held by that person.
The percentage of shares beneficially owned is computed on the basis of 9,345,374 shares of our common stock outstanding as of September 30, 2014, assuming for purposes of this
table that all outstanding shares of our preferred stock have been converted to common stock and that the Series D convertible preferred stock converted assuming the full issuance of
incremental shares upon its conversion based on the midpoint of the price range set forth on the cover page of this prospectus. For a description of the conversion, upon the completion of this
offering, of shares of our Series D convertible preferred stock into shares of our common stock, see "CapitalizationSeries D Convertible Preferred Stock." Shares of our
common stock that a person has the right to acquire within 60 days of September 30, 2014 are deemed outstanding for purposes of computing the percentage ownership of the person holding
such rights, but are not deemed outstanding for purposes of computing the percentage ownership of any other person, except with respect to the percentage ownership of all directors and executive
officers as a group. Unless otherwise indicated below, the address for each beneficial owner listed is c/o Proteon Therapeutics, Inc., 200 West Street, Waltham, MA 02451.
Certain holders of more than 5% of our common stock and their affiliated entities have indicated an interest in purchasing an aggregate of approximately $30.4 million in shares of
our common stock in this offering at the initial public offering price. Assuming an initial public offering price of $13.00 per share, which is the midpoint of the price range set forth on the cover
page of this prospectus, these entities would purchase an aggregate of up to approximately 2,341,215 of the 4,700,000 shares in this offering based on these indications of interest. However, because
indications of interest are not binding agreements or commitments to purchase, the underwriters could determine to sell more, less or no shares to any of these existing stockholders and any of these
existing stockholders could determine to purchase more, less or no shares in this offering. The following table does not reflect any such potential purchases by these existing principal stockholders
or their affiliated entities. However, if any shares are purchased by these stockholders, the number of shares of common stock beneficially owned after this offering and the