Sec Form 4 Filing - Freund John Gordon @ PROTEON THERAPEUTICS INC - 2014-10-27

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Freund John Gordon 2. Issuer Name and Ticker or Trading Symbol PROTEON THERAPEUTICS INC [ PRTO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) SKYLINE VENTURES, 525 UNIVERSITY AVENUE, SUITE 610 3. Date of Earliest Transaction (MM/DD/YY) 10/27/2014 (Street) PALO ALTO, CA94301 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 10/27/2014 P 200,000 ( 1 ) A $ 10 200,000 I By Skyline Venture Partners Qualified Purchaser Fund IV, L.P. ( 2 ) Common Stock 10/27/2014 C 1,167,208 ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) A 1,367,208 I By Skyline Venture Partners Qualified Purchaser Fund IV, L.P. ( 2 ) Common Stock 10/27/2014 X 121,760 ( 9 ) ( 4 ) A $ 4.6023 ( 9 ) 1,488,968 I By Skyline Venture Partners Qualified Purchaser Fund IV, L.P. ( 2 ) Common Stock 10/27/2014 S( 9 ) 56,038 ( 9 ) ( 4 ) D $ 10 1,432,930 I By Skyline Venture Partners Qualified Purchaser Fund IV, L.P. ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expirati on Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series A Convertible Preferred Stock ( 3 ) 10/27/2014 C 5,000,000 ( 3 ) ( 3 ) Common Stock 375,608 ( 4 ) $ 0 0 I By Skyline Venture Partners Qualified Purchaser Fund IV, L.P. ( 2 ) Series A-1 Convertible Preferred Stock ( 5 ) 10/27/2014 C 2,341,664 ( 5 ) ( 5 ) Common Stock 179,903 ( 4 ) $ 0 0 I By Skyline Venture Partners Qualified Purchaser Fund IV, L.P. ( 2 ) Series B Convertible Preferred Stock ( 6 ) 10/27/2014 C 2,173,913 ( 6 ) ( 6 ) Common Stock 168,680 ( 4 ) $ 0 0 I By Skyline Venture Partners Qualified Purchaser Fund IV, L.P. ( 2 ) Series C Convertible Preferred Stock ( 7 ) 10/27/2014 C 2,436,437 ( 7 ) ( 7 ) Common Stock 189,049 ( 4 ) $ 0 0 I By Skyline Venture Partners Qualified Purchaser Fund IV, L.P. ( 2 ) Series D Convertible Preferred Stock ( 8 ) 10/27/2014 C 3,932,747 ( 8 ) ( 8 ) Common Stock 247,810 ( 4 ) ( 8 ) $ 0 0 I By Skyline Venture Partners Qualified Purchaser Fund IV, L.P. ( 2 ) Warrants (Right to Buy) $ 4.6023 10/27/2014 X 121,760 ( 9 ) ( 9 ) Common Stock 121,760 ( 4 ) $ 0 0 I By Skyline Venture Partners Qualified Purchaser Fund IV, L.P. ( 2 ) Option (Right to Purchase) ( 10 ) 10/27/2014 J 1,389,064 ( 10 ) ( 10 ) Series D Convertible Preferred Stock 87,527 ( 4 ) ( 10 ) 0 I By Skyline Venture Partners Qualified Purchaser Fund IV, L.P. ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Freund John Gordon SKYLINE VENTURES 525 UNIVERSITY AVENUE, SUITE 610 PALO ALTO, CA94301 X X Signatures /s/ George Eldridge, attorney-in-fact 10/28/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares were purchased in connection with the Issuer's initial public offering of Common Stock. ( 2 )The shares are held by Skyline Venture Partners Qualified Purchaser Fund IV, L.P. ("Skyline"). The reporting person is a Managing Director of Skyline Venture Management IV, LLC, the sole general partner of Skyline, and may be deemed to share voting and dispositive power over the shares held by Skyline. The rep orting person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. ( 3 )Upon the closing of the Issuer's initial public offering, each share of Series A Convertible Preferred Stock automatically converted into Common Stock on a 1-for-1.19 basis without payment of further consideration and with no expiration date. ( 4 )Reflects a 1-for-15.87 reverse stock split effected on October 6, 2014. ( 5 )Upon the closing of the Issuer's initial public offering, each share of Series A-1 Convertible Preferred Stock automatically converted into Common Stock on a 1-for-1.22 basis without payment of further consideration and has no expiration date. ( 6 )Upon the closing of the Issuer's initial public offering, each share of Series B Convertible Preferred Stock automatically converted into Common Stock on a 1-for-1.23 basis without payment of further consideration and has no expiration date. ( 7 )Upon the closing of the Issuer's initial public offering, each share of Series C Convertible Preferred Stock automatically converted into Common Stock on a 1-for-1.23 basis without payment of further consideration and has no expiration date. ( 8 )Upon the closing of the Issuer's initial public offering, each share of Series D Convertible Preferred Stock automatically converted into Common Stock on a one-for-one basis (without payment of further consideration and with no expiration date) plus an additional 6,158 incremental shares as a result of an adjustment as provided for in the Company's certificate of incorporation. ( 9 )Upon the closing the Issuer's initial public offering, Skyline exercised their warrants to purchase common stock on a net issue basis resulting in the net issuance of 65,722 shares of common stock. ( 10 )Skyline had a right to purchase shares of Series D Convertible Preferred Stock under the Series D Purchase Agreement at a price of $0.588656, which right to purchase ceased to be exercisable upon the initial filing of the Issuer's registration statement for its initial public offering, and terminated upon the completion of the Issuer's initial public offering of Common Stock. Each share of Series D Preferred Stock issuable upon exercise of the right to purchase would have been convertible into shares of the Issuer's common stock as described in footnote (8) above.

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