Proteon logo     Print Page | Close Window

SEC Filings

S-1/A
PROTEON THERAPEUTICS INC filed this Form S-1/A on 10/07/2014
Entire Document
 

Table of Contents

    SEC and ending on the earlier of (x) the third business day following the withdrawal of such registration statement on Form S-1 in connection with any abandonment of the IPO and (y) the closing of the IPO. Alexandra Goll, Helmut Schühsler, Stefan Fischer, Axel Polack and Hubert Birner, our director, are members of the investment committee of TVM Life Science Ventures VI Management Limited Partnership, a special limited partner of TVM Life Science Ventures VI GMBH & Co. KG and TVM Life Science Ventures VI LP with voting and dispositive power over the share held by those entities. TVM Life Science Venture VI Management Limited Partnership and these individuals each disclaim beneficial ownership of such shares except to the extent of any pecuniary interest therein. The address for each of the individuals and entities listed above is c/o TVM Capital GmbH, Ottostrasse 4, 80333, Munich, Germany. Dr. Birner's address is c/o TVM Capital GmbH, Ottostrasse 4, 80333, Munich, Germany.

(3)
Includes (a) 828,801 shares of common stock issuable upon conversion of convertible preferred stock and warrants to purchase 85,095 shares of common stock held by Prism Venture Partners V, L.P., and (b) 377,427 shares of common stock and warrants to purchase 38,751 shares of common stock held by Prism Venture Partners V-A, L.P. Includes 43,957 shares of common stock issuable upon conversion of convertible preferred stock and 20,017 shares of common stock issuable upon conversion of convertible preferred stock that Prism Venture Partners V, L.P. and Prism Venture Partners V-A, L.P., respectively, have the right to acquire, which right cannot be exercised during the period commencing on the date that the Company submits a registration statement on Form S-1 to the SEC and ending in the earlier of (x) the third business day following the withdrawal of such registration statement on Form S-1 in connection with any abandonment of the IPO and (y) the closing of the IPO. Steven J. Benson, James A. Counihan, and Brendan M. O'Leary are the managing members of Prism Venture Partners V, LLC, the sole general partner of Prism Investment Partners V, L.P., which is the sole general partner of Prism Venture Partners V, L.P. and Prism Venture Partners V-A, L.P. Each of the managing members disclaims beneficial ownership of any such shares except to the extent of his proportionate pecuniary interest therein. The address for Dr. O'Leary and Prism Venture Partners is c/o Prism VentureWorks, 75 Second Avenue, Suite 210, Needham, MA 02494.

(4)
Includes 1,185,676 shares of common stock issuable upon conversion of convertible preferred stock and warrants to purchase 121,760 shares of common stock. Includes 62,898 shares of common stock issuable upon conversion of convertible preferred stock that the holder has the right to acquire, which right cannot be exercised during the period commencing on the date that the Company submits a registration statement on Form S-1 to the SEC and ending in the earlier of (a) the third business day following the withdrawal of such registration statement on Form S-1 in connection with any abandonment of the IPO and (b) the closing of the IPO. Skyline Venture Management IV, LLC ("SVM VI") is the sole general partner of Skyline Venture Partners Qualified Purchaser Fund IV, L.P. ("SVPQP IV"). Each of John G. Freund, our director, Yasunori Kaneko and Stephen Hoffman are managing directors of SVM IV and share voting and dispositive power over the shares held by the SVPQP IV; however, they disclaim beneficial ownership of the shares held by SVPQP IV, except to the extent of their pecuniary interests therein. The address for Dr. Freund and Skyline Venture Partners Qualified Purchaser Fund IV, L.P is 525 University Avenue, Suite 520, Palo Alto, CA 94301.

(5)
Includes (a) 473,562 shares of common stock issuable upon conversion of convertible preferred stock held by Deerfield Private Design Fund III, L.P., (b) 101,268 shares of common stock issuable upon conversion of convertible preferred stock held by Deerfield Special Situations Fund, L.P., and (c) 80,869 shares of common stock issuable upon conversion of convertible preferred stock held by Deerfield Special Situations International Master Fund, L.P. Includes 222,221 shares of common stock issuable upon conversion of convertible preferred stock, 47,521 shares of common stock issuable upon conversion of convertible preferred stock and 37,948 shares of common stock issuable upon conversion of convertible preferred stock that Deerfield Private Design Fund III, L.P., Deerfield Special Situations Fund, L.P. and Deerfield Special Situations International Master Fund, L.P., respectively, have the right to acquire, which right cannot be exercised during the period commencing on the date that the Company submits a registration statement on Form S-1 to the SEC and ending in the earlier of (x) the third business day following the withdrawal of such registration statement on Form S-1 in connection with any abandonment of the IPO and (y) the closing of the IPO. Deerfield Mgmt, L.P. is the general partner of each of Deerfield Special Situations Fund, L.P. and Deerfield Special Situations International Master Fund, L.P. Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. (together with Deerfield Special Situations Fund, L.P. and Deerfield Special Situations International Master Fund, L.P., the "Deerfield Funds"). Deerfield Management Company, L.P. is the investment manager of each of the Deerfield Funds. Mr. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P. and Deerfield Management Company, L.P. Deerfield Mgmt. L.P. may be deemed to beneficially own the shares held by Deerfield Special Situations Fund, L.P. and Deerfield Special Situations International Master Fund, L.P., Deerfield Mgmt III, L.P. may be deemed to beneficially own the shares held by Deerfield Private Design Fund III, L.P. Each of Deerfield Management Company, L.P. and Mr. Flynn may be deemed to

140