Sec Form 4 Filing - Topper James N @ ProNAi Therapeutics Inc - 2015-07-21

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 Topper James N 2. Issuer Name and Ticker or Trading Symbol ProNAi Therapeutics Inc [ DNAI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O FRAZIER HEALTHCARE, 601 UNION ST., TWO UNION SQ., STE. 3200 3. Date of Earliest Transaction (MM/DD/YY) 07/21/2015 (Street) SEATTLE, WA98101 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 07/21/2015 C 1,869,606 A 1,869,606 I By Frazier Healthcare VI, L.P. ( 2 ) Common Stock 07/21/2015 J( 3 ) 96,589 A $ 5.215 1,966,195 I By Frazier Healthcare VI, L.P. ( 2 ) Common Stock 07/21/2015 P 220,000 A $ 17 2,186,195 I By Frazier Healthcare VI, 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 Expiration 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 D Preferred Stock ( 1 ) 07/21/2015 C 1,869,606 ( 1 ) ( 1 ) Common Stock 1,869,606 $ 0 0 I By Frazier Healthcare VI, L.P. ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Topper James N C/O FRAZIER HEALTHCARE 601 UNION ST., TWO UNION SQ., STE. 3200 SEATTLE, WA98101 X Signatures /s/ Sukhi Jagpal as attorney-in-fact for James Topper, M.D., Ph.D. 07/21/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of the issuer's Series D Preferred Stock automatically converted into 1 share of the issuer's Common Stock on July 21, 2015 in connection with the closing of the issuer's sale of its Common Stock in its firm commitment initial public offering pursuant to a registration statement on Form S-1 (File No. 333-204921) under the Securities Act of 1933, as amended, and had no expiration date. ( 2 )The reporting person, Alan Frazier, Nader Naini, Nathan Every and Patrick Heron are the managing members of FHM VI, LLC, which is the general partner of FHM VI, LP, which is the general partner of Frazier Healthcare VI, L.P. ("FHVI"), the record holder of the securities, and the reporting person may be deemed to share voting and dispositive power over the securities held by FHVI. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. ( 3 )Represents shares of Common Stock issued by the issuer in payment of cumulative accrued dividends.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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